SC 13D

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.                    )*

Versicor Inc. (Name of Issuer)

Common Stock, par value $0.001 per share (Title of Class of Securities)

Claudio Quarta, Ph.D. Chief Executive Officer Biosearch Italia S.p.A. Via Abbondio Sangiorgio 18 Milano 20145 Italy +39 (0)2 964 74 350	with a copy to: Kenton J. King, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 535 University Avenue, 11th Floor Palo Alto, California 94301 (650) 470-4500
Jeffrey Steinberg HealthCare Ventures V, L.P. 44 Nassau Street Princeton, New Jersey 08542 (609) 430-3913	with a copy to: Alison Newman, Esq. Kronish Lieb Weiner & Hellman LLP 1114 Avenue of the Americas New York New York 10036 (212) 479-6000
George F. Horner III President and Chief Executive Officer Versicor Inc. 34790 Ardentech Court Fremont, California 94555 (510) 739-3000	with a copy to: Peter T. Healy, Esq. O'Melveny & Myers LLP 275 Battery Street, 26th Floor San Francisco, California 94111 (415) 984-8833
(Name, Address and Telephone number of Person Authorized to Receive Notices and Communications)

925314106 (CUSIP Number)

July 30, 2002 (Date of Event Which Requires Filing of this Statement)

        If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    ý (Only with respect to the following Reporting Persons: HealthCare Ventures V, L.P.; HealthCare Partners V, L.P., James H. Cavanaugh, Ph.D.; Harold R. Werner; William Crouse; John W. Littlechild; Christopher Mirabelli, Ph.D.; and Augustine Lawlor).

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

        *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

        The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following page(s))

Page 1 of 21 Pages

CUSIP No.    925314106 13D Page 2 of 21 pages

1.	NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Biosearch Italia S.p.A. ("Biosearch")
2.	CHECK THE APPROPRIATE BOX IF A	(a)	o
	MEMBER OF A GROUP	(b)	ý
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS): OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: Italy
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON		7.	SOLE VOTING POWER: None
WITH
		8.	SHARED VOTING POWER: 1,616,369 shares of Common Stock(1)
		9.	SOLE DISPOSITIVE POWER: None
		10.	SHARED DISPOSITIVE POWER: 1,616,369 shares of Common Stock(2)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,616,369 shares of Common Stock(1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*            o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.1%(3)
14.	TYPE OF REPORTING PERSON: CO

(1)

Includes: (i) 156,000 shares of Versicor Inc. Common Stock (used in these footnotes as defined in Item 1 below) held by Biosearch, (ii) 1,442,869 shares of Common Stock held of record by HealthCare Ventures V, L.P. ("HCV"); and (iii) 17,500 shares of Common Stock held of record by George F. Horner III. Only the shares of Common Stock in (ii) are subject to that certain Voting Agreement ("HCV Voting Agreement") dated July 30, 2002 by and between Biosearch and HCV; only the shares of Common Stock in (iii) are subject to that certain Voting Agreement ("Horner Voting Agreement") dated July 30, 2002 by and between Biosearch and Mr. Horner. The HCV Voting Agreement and the Horner Voting Agreement shall be collectively referred to as the "Voting Agreements." By virtue of the Voting Agreements, the shares of Common Stock, in (ii) and (iii) may be deemed to be subject to shared voting power by Biosearch with regard to the particular matters subject to the Voting Agreement, which Biosearch expressly denies. Biosearch also expressly disclaims beneficial ownership of the shares of Common Stock in (ii) and (iii) above.

(2)

Includes the shares of Common Stock described in (i), (ii) and (iii) in Footnote 1. The shares of Common Stock in (i) of Footnote 1 may be deemed to be subject to shared dispositive power with each of Claudio Quarta, Ph.D. and Francesco Parenti, Ph.D. Dr. Quarta is the Chief Executive Officer of Biosearch, the Managing Director of its board of directors and has an ownership interest in Biosearch equal to 11.1%; Dr. Parenti is the President of Biosearch, the Chairman of its board of directors and has an ownership interest in Biosearch equal to 5.5%. As a result, each of Drs. Quarta and Parenti may be deemed to "control" Biosearch, as such term is defined under the Securities Act of 1933, as amended (the "Securities Act") and therefore may be deemed to share dispositive power over the shares of Common Stock that Biosearch holds, as well as the shares of Common Stock over which Biosearch may be deemed to share dispositive power (i.e. those shares of Common Stock in (ii) and (iii) of Footnote 1, for the reasons described below). With respect to the shares of Common Stock in (ii) and (iii) of Footnote 1, Biosearch may be deemed to share dispositive power over the shares in (ii) with HCV, as HCV may not dispose of such shares without Biosearch's consent (as described more fully in Item 6 below); Biosearch may be deemed to share dispositive power over the shares in (iii) with Mr. Horner, as he may not dispose of such shares without Biosearch's consent (also as described more fully in

Item 6 below). Drs. Quarta and Parenti each expressly disclaim beneficial ownership of the shares of Common Stock described in this Footnote 2.

(3)

This percentage is calculated based on 26,327,226 shares of Common Stock outstanding as of July 25, 2002, as reported in Versicor's 10-Q for the quarter ender June 30, 2002.

CUSIP No.    925314106 13D Page 3 of 21 pages

1.	NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Claudio Quarta, Ph.D.
2.	CHECK THE APPROPRIATE BOX IF A	(a)	o
	MEMBER OF A GROUP	(b)	ý
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS): OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: Italy
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON		7.	SOLE VOTING POWER: None
WITH
		8.	SHARED VOTING POWER: 1,626,548 shares of Common Stock(4)(5)
		9.	SOLE DISPOSITIVE POWER: None
		10.	SHARED DISPOSITIVE POWER: 1,616,369 shares of Common Stock(6)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,626,548 shares of Common Stock(4)(5)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*            o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.2%(7)
14.	TYPE OF REPORTING PERSON: IN

(4)

Includes: (i) 156,000 shares of Common Stock held by Biosearch; (ii) 1,442,869 shares of Common Stock held of record by HCV; and (iii) 17,500 shares of Common Stock held of record by George F. Horner III. Only the shares of Common Stock described in (ii) and (iii) are subject to the Voting Agreements, as described in Footnote 1. By virtue of the Voting Agreements, the shares of Common Stock in (ii) and (iii) may be deemed to be subject to shared voting power by Biosearch with regard to the particular matters subject to the Voting Agreement, although Biosearch has expressly disclaimed beneficial ownership of the shares of Common Stock in (ii) and (iii) above. As Dr. Quarta is the Chief Executive Officer of Biosearch, the Managing Director of its board of directors and has an ownership interest in Biosearch equal to 11.1%, he may be deemed to "control" Biosearch under the Securities Act and therefore may be deemed to share voting power over the shares of Common Stock in (i), (ii) and (iii) above with Biosearch, which he expressly denies. Additionally, the shares of Common Stock in (iii) above are also subject to that certain Stockholders Agreement ("Stockholders Agreement") dated July 30, 2002, by and among George F. Horner III and Drs. James H. Cavanaugh, Claudio Quarta and Francesco Parenti. By virtue of the Stockholders Agreement, the shares of Common Stock in (iii) may also be deemed to be subject to shared voting power by Dr. Quarta with regard to the particular matters subject to the Stockholders Agreement. Dr. Quarta expressly disclaims beneficial ownership of all shares of Common Stock described in (i), (ii) and (iii) above.

(5)

Includes 10,179 shares of Common Stock held of record by Dr. Cavanaugh, which shares are subject to the Stockholders Agreement. By virtue of the Stockholders Agreement, these shares of Common Stock may be deemed to be subject to shared voting power by Dr. Quarta with regard to the particular matters subject to the Stockholders Agreement, although Dr. Quarta expressly disclaims beneficial ownership of such shares of Common Stock.

(6)

See Footnote 2.

(7)

See Footnote 3.

CUSIP No.    925314106 13D Page 4 of 21 pages

1.	NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Francesco Parenti, Ph.D.
2.	CHECK THE APPROPRIATE BOX IF A	(a)	o
	MEMBER OF A GROUP	(b)	ý
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS): OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: Italy
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON		7.	SOLE VOTING POWER: None
WITH
		8.	SHARED VOTING POWER: 1,626,548 shares of Common Stock(8)(9)
		9.	SOLE DISPOSITIVE POWER: None
		10.	SHARED DISPOSITIVE POWER: 1,616,369 shares of Common Stock(10)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,626,548 shares of Common Stock(8)(9)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*            o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.2%(11)
14.	TYPE OF REPORTING PERSON: IN

(8)

Includes: (i) 156,000 shares of Common Stock held by Biosearch; (ii) 1,442,869 shares of Common Stock held of record by HCV; and (iii) 17,500 shares of Common Stock held of record by George F. Horner III. Only the shares of Common Stock described in (i), (ii) and (iii) are subject to the Voting Agreements, as described in Footnote 1. By virtue of the Voting Agreements, the shares of Common Stock in (i), (ii) and (iii) may be deemed to be subject to shared voting power by Biosearch with regard to the particular matters subject to the Voting Agreement, although Biosearch has expressly disclaimed beneficial ownership of the shares of Common Stock in (ii) and (iii) above. As Dr. Parenti is the President of Biosearch, the Chairman of its board of directors and has an ownership interest in Biosearch equal to 5.5%, he may be deemed to "control" Biosearch, as such term is defined under the Securities Act and therefore may be deemed to share voting power over the shares of Common Stock in (i), (ii) and (iii) above with Biosearch, which he expressly denies. Additionally, the shares of Common Stock in (iii) above are also subject to the Stockholders Agreement. By virtue of the Stockholders Agreement, the shares of Common Stock in (iii) may also be deemed to be subject to shared voting power by Dr. Parenti with regard to the particular matters subject to the Stockholders Agreement. Dr. Parenti expressly disclaims beneficial ownership of all shares of Common Stock described in (i), (ii) and (iii) above.

(9)

Includes 10,179 shares of Common Stock held of record by Dr. Cavanaugh, which shares are subject to the Stockholders Agreement. By virtue of the Stockholders Agreement, these shares of Common Stock may be deemed to be subject to shared voting power by Dr. Parenti with regard to the particular matters subject to the Stockholders Agreement, although Dr. Parenti expressly disclaims beneficial ownership of such shares of Common Stock.

(10)

See Footnote 2.

(11)

See Footnote 3.

CUSIP No.    925314106 13D Page 5 of 21 pages

1.	NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) George F. Horner III
2.	CHECK THE APPROPRIATE BOX IF A	(a)	o
	MEMBER OF A GROUP	(b)	ý
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS): PF
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON		7.	SOLE VOTING POWER: 605,180 shares of Common Stock(12)
WITH
		8.	SHARED VOTING POWER: 1,626,548 shares of Common Stock(13)(14)
		9.	SOLE DISPOSITIVE POWER: 605,180 shares of Common Stock(12)
		10.	SHARED DISPOSITIVE POWER: 17,500 shares of Common Stock(15)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,231,728 shares of Common Stock(12), (13), (14)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*            o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 8.3%(16)
14.	TYPE OF REPORTING PERSON: IN

(12)

Includes 605,180 shares of Common Stock underlying options that are exercisable by Mr. Horner within 60 days of August 9, 2002.

(13)

Includes: (i) 156,000 shares of Common Stock held by Biosearch, (ii) 1,442,869 shares of Common Stock held of record by HCV; and (iii) 17,500 shares of Common Stock held of record by George F. Horner III, all of which are subject to the Voting Agreements, as described in Footnote 1. By virtue of the Voting Agreements, the shares of Common Stock in (i), (ii) and (iii) may be deemed to be subject to shared voting power by Mr. Horner with regard to the particular matters subject to the Voting Agreement. However, Mr. Horner expressly disclaims beneficial ownership of the shares of Common Stock in (i) and (ii) above. Additionally, the shares of Common Stock in (iii) are also subject to the Stockholder' Agreement, as described in Footnote 4.

(14)

Includes 10,179 shares of Common Stock held of record by Dr. Cavanaugh, whose shares are subject to the Stockholders Agreement. By virtue of the Stockholders Agreement, these shares of Common Stock may be deemed to be subject to shared voting power by Mr. Horner with regard to the particular matters subject to the Stockholders Agreement. Mr. Horner expressly disclaims beneficial ownership of these shares of Common Stock.

(15)

Includes 17,500 shares of Common Stock held of record by Mr. Horner. Mr. Horner may be deemed to share dispositive power over these shares with Biosearch pursuant to the Horner Voting Agreement, as Biosearch must give its consent to dispose of these shares, as more fully described in Item 6.

(16)

This percentage is calculated based on 26,932,406 shares of Common Stock, which is the sum of (a) 26,327,226 shares of Common Stock outstanding as of July 25, 2002, as reported in Versicor's 10-Q for the quarter ender June 30, 2002 and (b) 605,180 shares of Common Stock underlying options that are exercisable by Mr. Horner within 60 days of August 9, 2002.

CUSIP No.    925314106 13D Page 6 of 21 pages

1.	NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HealthCare Ventures V, L.P. ("HCV")
2.	CHECK THE APPROPRIATE BOX IF A	(a)	o
	MEMBER OF A GROUP	(b)	ý
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS): WC
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON		7.	SOLE VOTING POWER: None
WITH
		8.	SHARED VOTING POWER: 1,762,237 shares of Common Stock(17)(18)
		9.	SOLE DISPOSITIVE POWER: None
		10.	SHARED DISPOSITIVE POWER: 1,588,737 shares of Common Stock(17)(19)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,762,237 shares of Common Stock(17)(18)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*            o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.7%(20)
14.	TYPE OF REPORTING PERSON: PN

(17)

Includes 145,868 shares of Common Stock issuable upon the exercise of warrants held by HCV, which are not subject to the Voting Agreements. As HealthCare Partners V, L.P. ("HCP") is the general partner of HCV and Drs. Cavanaugh and Mirabelli and Messrs. Werner, Crouse, Littlechild and Lawlor are the general partners of HCP, each of HCV, HCP and Drs. Cavanaugh and Mirabelli and Messrs. Werner, Crouse, Littlechild and Lawlor may be deemed to share the voting and dispositive power over these shares of Common Stock, in that each may be deemed to "control" HCV, as such term is defined under the Securities Act. Each of HCP and Drs. Cavanaugh and Mirabelli and Messrs. Werner, Crouse, Littlechild and Lawlor expressly disclaim beneficial ownership of these shares.

(18)

Includes: (i) 156,000 shares of Common Stock held by Biosearch, (ii) 1,442,869 shares of Common Stock held of record by HCV; and (iii) 17,500 shares of Common Stock held of record by George F. Horner III, all of which are subject to the Voting Agreements, as described in Footnote 1. By virtue of the Voting Agreements, the shares of Common Stock in (i), (ii) and (iii) may be deemed to be subject to shared voting power by HCV with regard to the particular matters subject to the Voting Agreement. HCV expressly disclaims beneficial ownership of the shares of Common Stock in (i) and (iii) above.

(19)

Includes 1,442,869 shares of Common Stock held of record by HCV. HCV may be deemed to share dispositive power over these shares with Biosearch pursuant to the HCV Voting Agreement, as Biosearch must give its consent to dispose of these shares, as more fully described in Item 6. HCV also may be deemed to share dispositive power over these shares with HCP and Drs. Cavanaugh and Mirabelli and Messrs. Werner, Crouse, Littlechild and Lawlor for the reason described in Footnote 17. Each of HCP and Drs. Cavanaugh and Mirabelli and Messrs. Werner, Crouse, Littlechild and Lawlor expressly disclaim beneficial ownership of these shares.

(20)

This percentage is calculated based on 26,473,094 shares of Common Stock, which is the sum of (a) 26,327,226 shares of Common Stock outstanding as of July 25, 2002, as reported in Versicor's 10-Q for the quarter ender June 30, 2002 and (b) 145,868 shares of Common Stock issuable upon exercise of warrants held by HCV.

CUSIP No.    925314106 13D Page 7 of 21 pages

1.	NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HealthCare Partners V, L.P. ("HCP")
2.	CHECK THE APPROPRIATE BOX IF A	(a)	o
	MEMBER OF A GROUP	(b)	ý
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON		7.	SOLE VOTING POWER: None
WITH
		8.	SHARED VOTING POWER: 1,762,237 shares of Common Stock(21)
		9.	SOLE DISPOSITIVE POWER: None
		10.	SHARED DISPOSITIVE POWER: 1,588,737 shares of Common Stock(22)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,762,237 shares of Common Stock(21)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*            o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.7%(23)
14.	TYPE OF REPORTING PERSON: PN

(21)

This number includes: (i) 156,000 shares of Common Stock held by Biosearch, (ii) 1,442,869 shares of Common Stock held by HCV; (iii) 145,868 shares of Common Stock issuable upon the exercise of warrants held by HCV and (iv) 17,500 shares of Common Stock held by George F. Horner III. Those shares of Common Stock in (i), (ii) and (iv) are subject to the Voting Agreements, as described in Footnote 1. By virtue of the Voting Agreements, the shares of Common Stock in (i), (ii) and (iv) may be deemed to be subject to shared voting power by HCV with regard to the particular matters subject to the Voting Agreements, although HCV (and HCP) expressly disclaim beneficial ownership of the shares of Common Stock in (i) and (iv). As HCP is the general partner of HCV, it may be deemed to "control" HCV as such term is defined under the Securities Act, and therefore may be deemed to share voting power over the shares of Common Stock in (i) and (iv) with HCV.

(22)

See Footnotes 17 and 19 above.

(23)

This percentage is calculated based on 26,473,094 shares of Common Stock, which is the sum of (a) 26,327,226 shares of Common Stock outstanding as of July 25, 2002, as reported in Versicor's 10-Q for the quarter ender June 30, 2002 and (b) 145,868 shares of Common Stock issuable upon exercise of warrants held by HCV.

CUSIP No.    925314106 13D Page 8 of 21 pages

1.	NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) James H. Cavanaugh, Ph.D.
2.	CHECK THE APPROPRIATE BOX IF A	(a)	o
	MEMBER OF A GROUP	(b)	ý
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON		7.	SOLE VOTING POWER: 6,667 shares of Common Stock(24)
WITH
		8.	SHARED VOTING POWER: 1,772,416 shares of Common Stock(25)
		9.	SOLE DISPOSITIVE POWER: 16,846 shares of Common Stock(24)(26)
		10.	SHARED DISPOSITIVE POWER: 1,588,737 shares of Common Stock(27)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,779,083 shares of Common Stock(24)(25)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*            o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.7%(28)
14.	TYPE OF REPORTING PERSON: IN

(24)

Includes 6,667 shares of Common Stock underlying options that are exercisable by Dr. Cavanaugh within 60 days of August 9, 2002.

(25)

This number includes: (i) 156,000 shares of Common Stock held by Biosearch, (ii) 1,442,869 shares of Common Stock held by HCV; (iii) 145,868 shares of Common Stock issuable upon the exercise of warrants held by HCV, (iv) 17,500 shares of Common Stock held by George F. Horner III and (v) 10,179 shares of Common Stock held of record by Dr. Cavanaugh. Only those shares of Common Stock in (i), (ii) and (iv) are subject to the Voting Agreements, as described in Footnote 1. By virtue of the Voting Agreements, the shares of Common Stock in (i), (ii) and (iv) may be deemed to be subject to shared voting power by HCV with regard to the particular matters subject to the Voting Agreements, although HCV (and Dr. Cavanaugh) expressly disclaim beneficial ownership of the shares of Common Stock in (i) and (iv) above. As HCP is the general partner of HCV and Dr. Cavanaugh is a general partner of HCP, he may be deemed to "control" HCV, as such term is defined under the Securities Act, and therefore he may be deemed to share voting power over the shares of Common Stock in (ii) and (iii) with HCV. Additionally, the shares in (iv) and (v) are subject to the Stockholders Agreement and may be deemed to be subject to shared voting power with Mr. Horner with regard to the particular matters subject to the Stockholders Agreement although Dr. Cavanaugh expressly disclaims beneficial ownership of the shares in (iv) owned by Mr. Horner.

(26)

Includes 10,179 shares of Common Stock held of record by Dr. Cavanaugh.

(27)

See Footnotes 17 and 19 above.

(28)

This percentage is calculated based on 26,479,761 shares of Common Stock, which is the sum of (a) 26,327,226 shares of Common Stock outstanding as of July 25, 2002, as reported in Versicor's 10-Q for the quarter ender June 30, 2002, (b) 145,868 shares of Common Stock issuable upon exercise of warrants held by HCV and (c) 6,667 shares of Common Stock underlying options that are exercisable by Dr. Cavanaugh within 60 days of August 9, 2002.

CUSIP No.    925314106 13D Page 9 of 21 pages

1.	NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harold R. Werner
2.	CHECK THE APPROPRIATE BOX IF A	(a)	o
	MEMBER OF A GROUP	(b)	ý
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON		7.	SOLE VOTING POWER: 6,462 shares of Common Stock(29)
WITH
		8.	SHARED VOTING POWER: 1,762,237 shares of Common Stock(30)
		9.	SOLE DISPOSITIVE POWER: 6,462 shares of Common Stock(29)
		10.	SHARED DISPOSITIVE POWER: 1,588,737 shares of Common Stock(31)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,768,699 shares of Common Stock(29)(30)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*            o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.7%(32)
14.	TYPE OF REPORTING PERSON: IN

(29)

Includes 6,462 shares of Common Stock held of record by Mr. Werner.

(30)

Includes: (i) 156,000 shares of Common Stock held by Biosearch, (ii) 1,442,869 shares of Common Stock held by HCV; (iii) 145,868 shares of Common Stock issuable upon the exercise of warrants held by HCV and (iv) 17,500 shares of Common Stock held by George F. Horner III. Only those shares of Common Stock in (i), (ii) and (iv) are subject to the Voting Agreements, as described in Footnote 1. By virtue of the Voting Agreements, the shares of Common Stock in (i), (ii) and (iv) may be deemed to be subject to shared voting power by HCV with regard to the particular matters subject to the Voting Agreements, although HCV (and Mr. Werner) expressly disclaim beneficial ownership of the shares of Common Stock in (i) and (iv) above. As HCP is the general partner of HCV, and Mr. Werner is a general partner of HCP, Mr. Werner may be deemed to "control" HCV as such term is defined under the Securities Act, and therefore he may be deemed to share voting power over the shares of Common Stock in (ii) and (iii) with HCV.

(31)

See Footnotes 17 and 19.

(32)

This percentage is calculated based on 26,473,094 shares of Common Stock, which is the sum of (a) 26,327,226 shares of Common Stock outstanding as of July 25, 2002, as reported in Versicor's 10-Q for the quarter ender June 30, 2002 and (b) 145,868 shares of Common Stock issuable upon exercise of warrants held by HCV.

CUSIP No.    925314106 13D Page 10 of 21 pages

1.	NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William Crouse
2.	CHECK THE APPROPRIATE BOX IF A	(a)	o
	MEMBER OF A GROUP	(b)	ý
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON		7.	SOLE VOTING POWER: 13,583 shares of Common Stock(33)
WITH
		8.	SHARED VOTING POWER: 1,762,237 shares of Common Stock(34)
		9.	SOLE DISPOSITIVE POWER: 13,583 shares of Common Stock(33)
		10.	SHARED DISPOSITIVE POWER: 1,588,737 shares of Common Stock(35)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,775,820 shares of Common Stock(33)(34)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*            o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.7%(36)
14.	TYPE OF REPORTING PERSON: IN

(33)

Includes 13,583 shares of Common Stock held of record by Mr. Crouse.

(34)

Includes: (i) 156,000 shares of Common Stock held by Biosearch, (ii) 1,442,869 shares of Common Stock held by HCV; (iii) 145,868 shares of Common Stock issuable upon the exercise of warrants held by HCV and (iv) 17,500 shares of Common Stock held by George F. Horner III. Only those shares of Common Stock in (i), (ii) and (iv) are subject to the Voting Agreements, as described in Footnote 1. By virtue of the Voting Agreements, the shares of Common Stock in (i), (ii) and (iv) may be deemed to be subject to shared voting power by HCV with regard to the particular matters subject to the Voting Agreements, although HCV (and Mr. Crouse) expressly disclaim beneficial ownership of the shares of Common Stock in (i) and (iv) above. As HCP is the general partner of HCV, and Mr. Crouse is a general partner of HCP, Mr. Crouse may be deemed to "control" HCV as such term is defined under the Securities Act, and therefore he may be deemed to share voting power over the shares of Common Stock in (ii) and (iii) with HCV.

(35)

See Footnotes 17 and 19.

(36)

This percentage is calculated based on 26,473,094 shares of Common Stock, which is the sum of (a) 26,327,226 shares of Common Stock outstanding as of July 25, 2002, as reported in Versicor's 10-Q for the quarter ender June 30, 2002 and (b) 145,868 shares of Common Stock issuable upon exercise of warrants held by HCV.

CUSIP No.    925314106 13D Page 11 of 21 pages

1.	NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John W. Littlechild
2.	CHECK THE APPROPRIATE BOX IF A	(a)	o
	MEMBER OF A GROUP	(b)	ý
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON		7.	SOLE VOTING POWER: 12,448 shares of Common Stock(37)
WITH
		8.	SHARED VOTING POWER: 1,762,237 shares of Common Stock(38)
		9.	SOLE DISPOSITIVE POWER: 12,448 shares of Common Stock(37)
		10.	SHARED DISPOSITIVE POWER: 1,588,737 shares of Common Stock(39)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,774,685 shares of Common Stock(37)(38)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*            o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.7%(40)
14.	TYPE OF REPORTING PERSON: IN

(37)

Includes 12,448 shares of Common Stock held of record by Mr. Littlechild.

(38)

Includes: (i) 156,000 shares of Common Stock held by Biosearch, (ii) 1,442,869 shares of Common Stock held by HCV; (iii) 145,868 shares of Common Stock issuable upon the exercise of warrants held by HCV and (iv) 17,500 shares of Common Stock held by George F. Horner III. Only those shares of Common Stock in (i), (ii) and (iv) are subject to the Voting Agreements, as described in Footnote 1. By virtue of the Voting Agreements, the shares of Common Stock in (i), (ii) and (iv) may be deemed to be subject to shared voting power by HCV with regard to the particular matters subject to the Voting Agreements, although HCV (and Mr. Littlechild) expressly disclaim beneficial ownership of the shares of Common Stock in (i) and (iv) above. As HCP is the general partner of HCV, and Mr. Littlechild is a general partner of HCP, Mr. Littlechild may be deemed to "control" HCV as such term is defined under the Securities Act, and therefore he may be deemed to share voting power over the shares of Common Stock in (ii) and (iii) with HCV.

(39)

See Footnotes 17 and 19.

(40)

This percentage is calculated based on 26,473,094 shares of Common Stock, which is the sum of (a) 26,327,226 shares of Common Stock outstanding as of July 25, 2002, as reported in Versicor's 10-Q for the quarter ender June 30, 2002 and (b) 145,868 shares of Common Stock issuable upon exercise of warrants held by HCV.

CUSIP No.    925314106 13D Page 12 of 21 pages

1.	NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Christopher Mirabelli, Ph.D.
2.	CHECK THE APPROPRIATE BOX IF A	(a)	o
	MEMBER OF A GROUP	(b)	ý
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON		7.	SOLE VOTING POWER: 1,224 shares of Common Stock(41)
WITH
		8.	SHARED VOTING POWER: 1,762,237 shares of Common Stock(42)
		9.	SOLE DISPOSITIVE POWER: 1,224 shares of Common Stock(41)
		10.	SHARED DISPOSITIVE POWER: 1,588,737 shares of Common Stock(43)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,763,461 shares of Common Stock(41)(42)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*            o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.7%(44)
14.	TYPE OF REPORTING PERSON: IN

(41)

Includes 1,224 shares of Common Stock held of record by Dr. Mirabelli.

(42)

Includes: (i) 156,000 shares of Common Stock held by Biosearch, (ii) 1,442,869 shares of Common Stock held by HCV; (iii) 145,868 shares of Common Stock issuable upon the exercise of warrants held by HCV and (iv) 17,500 shares of Common Stock held by George F. Horner III. Only those shares of Common Stock in (i), (ii) and (iv) are subject to the Voting Agreements, as described in Footnote 1. By virtue of the Voting Agreements, the shares of Common Stock in (i), (ii) and (iv) may be deemed to be subject to shared voting power by HCV with regard to the particular matters subject to the Voting Agreements, although HCV (and Dr. Mirabelli) expressly disclaim beneficial ownership of the shares of Common Stock in (i) and (iv) above. As HCP is the general partner of HCV, and Dr. Mirabelli is a general partner of HCP, Dr. Mirabelli may be deemed to "control" HCV as such term is defined under the Securities Act, and therefore he may be deemed to share voting power over the shares of Common Stock in (ii) and (iii) with HCV.

(43)

See Footnotes 17 and 19.

(44)

This percentage is calculated based on 26,473,094 shares of Common Stock, which is the sum of (a) 26,327,226 shares of Common Stock outstanding as of July 25, 2002, as reported in Versicor's 10-Q for the quarter ender June 30, 2002 and (b) 145,868 shares of Common Stock issuable upon exercise of warrants held by HCV.

CUSIP No.    925314106 13D Page 13 of 21 pages

1.	NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Augustine Lawlor
2.	CHECK THE APPROPRIATE BOX IF A	(a)	o
	MEMBER OF A GROUP	(b)	ý
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON		7.	SOLE VOTING POWER: 614 shares of Common Stock(45)
WITH
		8.	SHARED VOTING POWER: 1,762,237 shares of Common Stock(46)
		9.	SOLE DISPOSITIVE POWER: 614 shares of Common Stock(45)
		10.	SHARED DISPOSITIVE POWER: 1,588,737 shares of Common Stock(47)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,762,851 shares of Common Stock(45)(46)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*            o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.7%(48)
14.	TYPE OF REPORTING PERSON: IN

(45)

Includes 614 shares of Common Stock held of record by Mr. Lawlor.

(46)

Includes: (i) 156,000 shares of Common Stock held by Biosearch, (ii) 1,442,869 shares of Common Stock held by HCV; (iii) 145,868 shares of Common Stock issuable upon the exercise of warrants held by HCV and (iv) 17,500 shares of Common Stock held by George F. Horner III. Only those shares of Common Stock in (i), (ii) and (iv) are subject to the Voting Agreements, as described in Footnote 1. By virtue of the Voting Agreements, the shares of Common Stock in (i), (ii) and (iv) may be deemed to be subject to shared voting power by HCV with regard to the particular matters subject to the Voting Agreements, although HCV (and Mr. Lawlor) expressly disclaim beneficial ownership of the shares of Common Stock in (i) and (iv) above. As HCP is the general partner of HCV, and Mr. Lawlor is a general partner of HCP, Mr. Lawlor may be deemed to "control" HCV as such term is defined under the Securities Act, and therefore he may be deemed to share voting power over the shares of Common Stock in (ii) and (iii) with HCV.

(47)

See Footnotes 17 and 19.

(48)

This percentage is calculated based on 26,473,094 shares of Common Stock, which is the sum of (a) 26,327,226 shares of Common Stock outstanding as of July 25, 2002, as reported in Versicor's 10-Q for the quarter ender June 30, 2002 and (b) 145,868 shares of Common Stock issuable upon exercise of warrants held by HCV.

Page 14 of 21 Pages

Item 1.

(a)

Name of Issuer:

Versicor Inc. ("Versicor")

(b)

Address of Issuer's Principal Executive Offices:

34790 Ardentech Crescent, Fremont, CA 94555

(c)

Title of Class of Equity Securities Issued:

Common Stock, par value $0.001 per share (the "Common Stock")

Item 2.

(a), (b), (c) and (f) Name, Address, Occupation or Business and Citizenship or Jurisdiction of Incorporation

This Schedule 13D is filed on behalf of entities and natural persons identified in the tables preceding Item 1 of this Schedule 13D (the "Reporting Persons"). Set forth below is information regarding the Reporting Persons and other persons described in Instruction C of Schedule 13D:

Entities

Biosearch Italia S.p.A, an Italian joint stock company ("Biosearch")
Via Abbondio Sangiorgio 18
Milano 20145
Italy

In accordance with Instruction C of Schedule 13D, information regarding executive officers, directors and other "control persons" of Biosearch is set forth on Schedule A attached hereto and incorporated herein by reference.

HealthCare Ventures V, L.P., a Delaware limited partnership ("HCV")
HealthCare Partners V, L.P., a Delaware limited partnership ("HCP")(49)
44 Nassau Street, Princeton, New Jersey 08542

Natural Persons

Each of the individuals listed below is a United States citizen, except for Drs. Parenti and Quarta, who are Italian citizens:

George F. Horner III
President and Chief Executive Officer of Versicor Inc.
c/o Versicor
34790 Ardentech Crescent
Fremont, CA 94555

(49)

HealthCare Partners V, L.P., a Delaware limited partnership, is the general partner of HealthCare Ventures V, L.P.

Page 15 of 21 Pages

Claudio Quarta, Ph.D.
Chief Executive Officer and Managing Director of Biosearch
c/o Biosearch
Via Abbondio Sangiorgio 18
Milano 20145
Italy

Francesco Parenti, Ph.D.
President and Chairman of Biosearch
c/o Biosearch
Via Abbondio Sangiorgio 18
Milano 20145
Italy

James H. Cavanaugh, Ph.D.(50)
Harold R. Werner
William Crouse
c/o 44 Nassau Street
Princeton, New Jersey 08542

John W. Littlechild
Christopher Mirabelli, Ph.D.
Augustine Lawlor
c/o One Kendall Square, Building 300
Cambridge, Massachusetts 02339

(d) and (e) Criminal and Civil Proceedings:

During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any other person named in this Item 2, has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities law or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration Used.

No monetary consideration was paid by any of the Reporting Persons in connection with the transactions described in Item 4, below.

Information regarding previous acquisitions of Versicor securities by Reporting Persons is set forth below:

In February 1998, Biosearch entered into a license agreement with Versicor. Under the license agreement, Biosearch granted Versicor an exclusive license to develop and commercialize V-Glycopeptide, then called BI-397, in the United States and Canada. In exchange for the license and upon the receipt of favorable results in pre-clinical studies, Versicor paid a fee to Biosearch and issued 200,000 shares of its common stock to Biosearch, which shares converted to 250,000 shares of Common Stock at the time of Versicor's initial public offering in connection with its 5 for 4 stock split ("Stock Split"). For more information about the License Agreement, please see the copy of the License Agreement which is attached to Versicor's Form S-1/A filed with the SEC on June 9, 2000 as Exhibit 10.7.

(50)

Each of Drs. Cavanaugh and Mirabelli and Messrs. Werner, Crouse, Littlechild and Lawlor are general partners of various venture capital funds, including HealthCare Partners V, L.P. Additionally, Dr. Cavanaugh is a director of Versicor.

Page 16 of 21 Pages

In December 1997, HCV paid Versicor an aggregate of $7,000,000 to purchase 1,400,000 shares of Versicor Series C preferred stock, which shares converted to 1,750,000 shares of Common Stock in connection with the Stock Split. Additionally, HCV received a warrant to purchase 58,500 shares of Versicor Series C Preferred Stock, or 73,125 shares of Common Stock after the Stock Split. In June 1999, HCV paid $1,608,382 to Versicor in exchange for (i) a bridge note in the principal amount of $1,608,382, and (ii) a warrant to purchase 58,194 shares of Common Stock (or 72,743 shares of Common Stock after the Stock Split). In October 1999, the outstanding balance (plus accrued interest on the bridge note in the aggregate amount of $53,579) was converted, together with an additional cash payment by HCV to Versicor of $1,608,382, into 554,295 shares of Versicor Series F preferred stock, which shares converted to 692,869 shares of Common Stock in connection with the Stock Split. HCV used working capital to purchase the above referenced Versicor securities.

HealthCare Partners V, L.P. has not directly purchased any securities of Versicor, but is the general partner of HCV.

Mr. Horner used personal funds to purchase the shares of Common Stock he currently holds.

Drs. Cavanaugh and Mirabelli and Messrs. Crouse, Werner, Lawlor and Littlechild each received the shares of Common Stock held of record by such individuals in connection with HCV's pro rata distribution of an aggregate of 1,000,000 shares of Common Stock to its partners.

Drs. Quarta and Parenti have not directly purchased any equity securities of Versicor.

Item 4.

(a)

Purpose of Transaction.

Voting Agreements

On July 30, 2002, Biosearch entered into two separate Voting Agreements (collectively, the "Voting Agreements" and each a "Voting Agreement"): one Voting Agreement with HCV and another with Mr. Horner. The primary purposes of the Voting Agreements are (a) to induce Biosearch to enter that certain agreement and plan of merger (the "Merger Agreement") by and between Biosearch and Versicor dated June 30, 2002, pursuant to which Biosearch will merge with and into Versicor and Versicor will be the surviving corporation (the "Merger"), and (b) to consummate the Merger and the transactions contemplated by the Merger Agreement.

For more details on the Voting Agreements, please see the descriptions set forth in Item 6 below, and the copies of the Voting Agreements, which are attached hereto as Exhibits 1 and 2 and incorporated by reference herein. Additionally, for more details on the Merger Agreement, please see the description set forth in Item 6 below, and the copy of the Merger Agreement which is attached to Versicor's Form 8-K filed with the SEC on July 31, 2002 as Exhibit 2.1 and is incorporated by reference herein.

By virtue of the Voting Agreements, it could be alleged that a "group" has been formed within the meaning of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"). While none of the Reporting Persons concedes that such a "group" has been formed, this filing is being made as if such a "group" exists to ensure compliance with the Exchange Act.

Page 17 of 21 Pages

Stockholders Agreement

On July 30, 2002, Mr. Horner and Drs. Cavanaugh, Quarta and Parenti entered into that certain Stockholders Agreement (the "Stockholders Agreement"). The primary purposes of the Stockholders Agreement are (i) to ensure the continuity and stability of policy and management of Versicor and (ii) to permit consummation of the transactions contemplated by the Merger Agreement.

For more details on the Stockholders Agreement, please see the description set forth in Item 6 below, and the copy of the Stockholders Agreement, which is attached hereto as Exhibit 3 and incorporated by reference herein. Additionally, for more details on the Merger Agreement, please see the description set forth in Item 6 below, and the copy of the Merger Agreement which is attached to Versicor's Form 8-K filed with the SEC on July 31, 2002 as Exhibit 2.1 and is incorporated by reference herein.

By virtue of the Stockholders Agreement, it could be alleged that a "group" has been formed within the meaning of Rule 13d-5(b)(1) of the Exchange Act. While none of the Reporting Persons party to the Stockholders Agreement concedes that such a "group" has been formed, this filing is being made as if such a "group" exists to ensure compliance with the Exchange Act.

Item 5. Interest in Securities of the Issuer.

(a)

and (b) Ownership of Shares of Versicor Inc.:

The following information with respect to the ownership of the Common Stock by the Reporting Persons is provided as of the date of this Schedule 13D.

Amount beneficially owned:

See Row 11 of cover page for each Reporting Person and related footnotes.

Percent of class:

See Row 13 of cover page for each Reporting Person and related footnotes.

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:
See Row 7 of cover page for each Reporting Person and related footnotes.

(ii)

Shared power to vote or to direct the vote:
See Row 8 of cover page for each Reporting Person and related footnotes.

(iii)

Sole power to dispose or to direct the disposition of:
See Row 9 of cover page for each Reporting Person and related footnotes.

(iv)

Shared power to dispose or to direct the disposition of:
See Row 10 of cover page for each Reporting Person and related footnotes.

With regard to those additional entities and individuals set forth on Schedule A hereto, to the Reporting Persons' knowledge, none of such parties directly or indirectly beneficially own securities of Versicor.

(c)

Describe recent transactions.

Except for the Merger Agreement, the Voting Agreement, the Stockholders Agreement and the transactions contemplated by those agreements, the Reporting Persons have not effected any transaction relating to Versicor securities during the past 60 days, and, to their knowledge, no other person named in Item 2 has effected any other transactions relating to Versicor securities during the past 60 days.

Page 18 of 21 Pages

(d)

Right to receive dividends.

No person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, any shares of Common Stock beneficially owned by the Reporting Persons on the date of this statement.

(e)

Date the reporting person ceased to be the beneficial owner of more than 5% of the class of securities (if applicable).

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationship With Respect to Securities of the Issuer.

Voting Agreements

On July 30, 2002, Biosearch entered into the respective Voting Agreements with HCV and Mr. Horner. The provisions of the Voting Agreements are substantially similar except for the parties and the number of shares subject to such agreements.(51) The Voting Agreements provide that HCV and Mr. Horner, as applicable, shall not (unless otherwise agreed to by Biosearch), among other things, transfer any of such party's shares of Common Stock that are subject to the Voting Agreements or deposit such shares or any interest therein into a voting trust or enter into a voting agreement or other arrangement with respect to such shares. The foregoing restrictions are effective through and including the date of the earlier of (i) the approval of the Merger by Versicor's stockholders or (ii) the termination of the Merger Agreement in accordance with Article VII thereof.

The Voting Agreements also provide, among other things, that HCV and Mr. Horner, as applicable, shall, at each Versicor stockholder meeting (or adjournment or postponement) called with respect to any of the matters set forth below and on every action or approval by written consent of Versicor stockholders with respect to any of the following, (and in any other circumstances upon which a vote, consent or other approval with respect to any of the following is sought, solely in its capacity as a Versicor stockholder), take each and every action and accomplish each and every formality as is necessary to participate in the meetings (if applicable) and vote (or cause to be voted) all of the party's shares subject to the Voting Agreements and each interest therein:

        (a)  in favor of the Merger, the Merger Agreement and the transactions contemplated thereby and, upon the request of Biosearch, any actions required in furtherance thereof and hereof, including, without limitation, any proposal to permit Versicor to adjourn such meeting;

        (b)  against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement), to the extent that such actions require such stockholder's approval or in relation to which such approval is sought: (i) any Alternative Transaction (as defined in the Merger Agreement); (ii) a reorganization, recapitalization, dissolution or liquidation of Versicor; and (iii) (A) any change in the present capitalization of Versicor or any amendment of the Certificate of Incorporation or similar governing document of Versicor, (B) any other change in the corporate structure or business of Versicor; or (C) any other action which, in the case of each of the matters referred to in clauses (A) and (B) above, is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Merger and the other transactions contemplated by the Merger Agreement or this Agreement; and

(51)

The Voting Agreement with HCV relates to 1,442,869 shares of Common Stock held of record by HCV, whereas the Voting Agreement with Mr. Horner relates to 17,500 shares of Common Stock held of record by Mr. Horner.

Page 19 of 21 Pages

        (c)  in favor of each other matter relating to the consummation of the transactions contemplated by the Merger Agreement.

The Voting Agreements further require that HCV and Mr. Horner, as applicable, at the time they enter into the applicable Voting Agreement, deliver to Biosearch an irrevocable proxy with respect to their shares subject to the Voting Agreement, allowing Biosearch's Chief Executive Officer and/or President, or their successors, to vote in favor of or against, as applicable, the matters set forth in (a) through (c) above. Each of HCV and Mr. Horner has delivered such a proxy to Biosearch.

Except as provided above, the Voting Agreements terminate on the earlier of (i) the termination of the Merger Agreement in accordance with Article VII thereof, and (ii) the consummation of the Merger.

The foregoing description of the Voting Agreements is qualified in its entirety by reference to the full text of such agreements, copies of which are attached hereto as Exhibits 1 and 2 and incorporated by reference herein.

Stockholders Agreement

On July 30, 2002, Mr. Horner and Drs. Cavanaugh, Quarta and Parenti entered into the Stockholders Agreement, which provides that the parties thereto shall take such action as may be required so that all of their shares of Common Stock held by them (the "Subject Shares") are voted at all Versicor stockholders meetings:

          (i)  for nominees to Versicor's board of directors who have been recommended by the board of directors according to the procedures set forth in Versicor's amended and restated bylaws, which will be in effect at the effective time of the Merger, and

        (ii)  on all other matters submitted to the holders of Common Shares with respect to any Significant Event (as defined below) in accordance with the recommendations of the board of directors.

As used in the Stockholders Agreement, the term "Significant Event" means any charter or bylaw amendment, acquisition or disposition of assets (by way of merger, consolidation or otherwise), change in capitalization, liquidation or other action out of the ordinary course of business of Versicor. The parties are also required to take such action as may be required so that all Subject Shares owned by the party shall be present in person or by proxy at all duly noticed and convened meetings of Versicor stockholders, so that the Subject Shares owned by such party may be counted for the purpose of determining the presence of a quorum at such meetings.

The Stockholders Agreement also prohibits the parties from depositing any of their Subject Shares in a voting trust or making any other arrangement or agreement with respect to the voting of the Subject Shares. Furthermore, the Stockholders Agreement provides, among other things, that the parties shall not directly or indirectly solicit proxies or become a "participant" in a "solicitation" in opposition to the recommendation of the board of directors with respect to any matter or in any "election contest" relating to the election of directors of Versicor (as such terms are defined in Regulation 14A under the Exchange Act).

The terms of the Stockholders Agreement are effective through and including the date of the earlier of (i) three years from the consummation of the Merger or (ii) the termination of the Merger Agreement in accordance with Article VII thereof.

Page 20 of 21 Pages

The foregoing description of the Stockholders Agreement is qualified in its entirety by reference to the full text of such agreement, which is attached hereto as Exhibit 3 and incorporated by reference herein.

Merger Agreement

The Merger Agreement provides that Biosearch will merge with and into Versicor in a stock-for-stock exchange, with Versicor being the surviving corporation. The Merger Agreement, which has been approved by the boards of directors of both companies, provides that Biosearch shareholders will receive 1.77 shares of newly-issued Versicor common stock in exchange for each Biosearch ordinary share. In connection with the Merger, pursuant to the Merger Agreement, Versicor will seek approvals for shares of Common Stock to trade or be listed, as applicable, on both the Nasdaq National Market, and the Nuovo Mercato, which is organized and managed by Borsa Italiana S.p.A.

Following the Merger, Versicor expects to have a total of 47.8 million shares of Common Stock outstanding, composed of 26.3 million currently outstanding shares of Common Stock and 21.5 million shares of Common Stock to be issued to Biosearch shareholders. The Merger is subject to approval by Versicor and Biosearch shareholders and to regulatory clearance, among other customary conditions.

Pursuant to the Merger Agreement, Versicor has announced that, upon the closing of the Merger:

          (i)  Versicor's board of directors will be chaired by James H. Cavanaugh, Ph.D. who is one of the four members of Versicor's current board of directors, who will serve with four members from Biosearch's current board of directors;

        (ii)  George F. Horner III, the current Chief Executive Officer of Versicor, will continue to serve in that capacity;

        (iii)  Claudio Quarta, Ph.D., the current Chief Executive Officer of Biosearch, will serve as the Chief Operating Officer of Versicor;

        (iv)  Francesco Parenti, Ph.D., the current President and Chief Science Officer of Biosearch, will serve as the Chief Science Officer of Versicor;

        (v)  Richard White, Ph.D., currently the Chief Scientific Officer of Versicor, will serve as Chief Scientific Officer of Versicor, North America;

        (vi)  Timothy J. Henkel, M.D., Ph.D., the current Chief Medical Officer of Versicor, will continue to serve in that role;

      (vii)  Constantino Ambrosio, current President of Biosearch Manufacturing Srl (a subsidiary of Biosearch), will serve as the Chief of Manufacturing (Managing Director) of Versicor; and

      (viii)  Dov A. Goldstein, M.D., the current Chief Financial Officer of Versicor, will continue to serve in that capacity.

The foregoing description of the Merger and the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this report as Exhibit 2.1 to Versicor's Form 8-K filed with the SEC on July 31, 2002 and is incorporated herein by reference.

Page 21 of 21 Pages

Item 7. Material to be Filed as Exhibits.

Exhibit 1	Versicor Stockholder Voting Agreement dated as of July 30, 2002, by and between Biosearch Italia S.p.A and HealthCare Ventures V, L.P.
Exhibit 2	Versicor Stockholder Voting Agreement dated as of July 30, 2002, by and between Biosearch Italia S.p.A and George F. Horner III.
Exhibit 3	Stockholders Agreement dated as of July 30, 2002, by and among George F. Horner III, Dr. James H. Cavanaugh, Dr. Claudio Quarta and Dr. Francesco Parenti.
Exhibit 4	Agreement and Plan of Merger dated as of July 30, 2002, by and between Versicor Inc. and Biosearch Italia S.p.A. (previously filed as Exhibit 2.1 to Versicor's Form 8-K filed with the SEC on July 31, 2002 and incorporated by reference herein).
Exhibit 5	Joint Filing Agreement entered by and among the Reporting Persons in this Schedule 13D.
Exhibit 6	Powers of Attorney of Drs. Cavanaugh and Mirabelli and Messrs. Werner, Crouse, Littlechild and Lawlor appointing Jeffrey Steinberg as Attorney-in-Fact.

SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Biosearch Italia, S.p.A.
Date: August 8, 2002	By:	/s/  CLAUDIO QUARTA Claudio Quarta, Ph.D.
	Its:	Chief Executive Officer
	Claudio Quarta, Ph.D.
Date: August 8, 2002	By:	/s/  CLAUDIO QUARTA Claudio Quarta, Ph.D.
	Francesco Parenti, Ph.D.
Date: August 8, 2002	By:	/s/  FRANCESCO PARENTI Francesco Parenti, Ph.D.
	George F. Horner III
Date: August 8, 2002	By:	/s/  GEORGE F. HORNER III George F. Horner III

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        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	HealthCare Ventures V, L.P.
Date: August 8, 2002	By:	HealthCare Partners V, L.P.
	Its:	General Partner
	By:	/s/  JEFFREY STEINBERG Jeffrey Steinberg
	Its:	Administrative Partner
	HealthCare Partners V, L.P.
Date: August 8, 2002	By:	/s/  JEFFREY STEINBERG Jeffrey Steinberg
	Its:	Administrative Partner
	James H. Cavanaugh, Ph.D.
Date: August 8, 2002	By:	/s/  JEFFREY STEINBERG, ATTORNEY-IN-FACT James H. Cavanaugh, Ph.D.
	Harold R. Werner
Date: August 8, 2002	By:	/s/  JEFFREY STEINBERG, ATTORNEY-IN-FACT Harold R. Werner
	William Crouse
Date: August 8, 2002	By:	/s/  JEFFREY STEINBERG, ATTORNEY-IN-FACT William Crouse

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	John W. Littlechild
Date: August 8, 2002	By:	/s/  JEFFREY STEINBERG, ATTORNEY-IN-FACT John W. Littlechild
	Christopher Mirabelli, Ph.D.
Date: August 8, 2002	By:	/s/  JEFFREY STEINBERG, ATTORNEY-IN-FACT Christopher Mirabelli, Ph.D.
	Augustine Lawlor
Date: August 8, 2002	By:	/s/  JEFFREY STEINBERG, ATTORNEY-IN-FACT Augustine Lawlor

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Schedule A

EXECUTIVE OFFICERS AND DIRECTORS OF BIOSEARCH ITALIA S.P.A

Biosearch Italia S.p.A

        The directors and executive officers of Biosearch Italia S.p.A., an Italian joint stock company ("Biosearch"), are set forth below. Unless otherwise indicated, each individual's business address is c/o Biosearch, Via Abbondio Sangiorgio 18, Milano 20145, Italy, and each individual is an Italian citizen, unless otherwise provided below:

Name and Business Address	Present Principal Occupation
Francesco Parenti, Ph.D.*	Chairman, President and Chief Scientific Officer
Claudio Quarta, Ph.D.*	Chief Executive Officer and Managing Director of Board
Costantino Ambrosio*	Executive Vice President, Manufacturing
Stefano Donadio*	Head of Microbial Technologies
Rino De Maria*	H.R. Responsible
Jean-Francois Labbè*(+) 27, allee des Bocages 78110 Le Vesinet France	President and Chief Executive Officer of OTL-Pharma
Ubaldo Livolsi* Cassina De Pechhi (Milan) Via Antares 14 Italy	Main Partner, of Livolsi & Partners
Carlo Musu*	Chief Executive Officer of Nycomed S.p.A.
Ermenegildo Beghè	Chief Financial Officer
Giorgio Mosconi, M.D.	Vice President of Clinical and Business Development
Romeo Ciabatti	Vice President of Medicinal Chemistry
Enrico Selva	Head of Bioscreen and Microbial Chemistry
Daniela Jabes	Head of Medicinal Microbiology
Luigi Colombo	Head of Analytical Chemistry

*

Director of Biosearch

(+)

Mr. Labbe is a citizen of France.

Schedule A-1

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SIGNATURE
EXECUTIVE OFFICERS AND DIRECTORS OF BIOSEARCH ITALIA S.P.A

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EXHIBIT 1

VERSICOR STOCKHOLDER VOTING AGREEMENT

THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of July 30, 2002, by and between Biosearch Italia S.p.A., an Italian joint stock company ("Biosearch"), and the undersigned stockholder (the "Versicor Stockholder") of Versicor Inc., a Delaware corporation ("Versicor").

THE PARTIES TO THIS AGREEMENT enter into this Agreement on the basis of the following facts, intentions and understandings:

        A.    As of the date hereof, the Versicor Stockholder has full title to and is entitled to dispose of (or to direct the disposition of) and/or vote (or to direct the voting of) the number of shares of common stock, par value $0.001 per share, of Versicor ("Versicor Common Stock"), set forth opposite such Versicor Stockholder's name on Schedule I attached hereto (such shares of Versicor Common Stock are collectively referred to herein as the "Subject Shares").

        B.    The parties hereto acknowledge that on July 30, 2002 (i) Versicor's board of directors approved the Plan of Merger (Progetto di Fusione) (the "Merger Plan") in relation to the Merger (as defined below) and (ii) Versicor and Biosearch entered into that certain Agreement and Plan of Merger dated as of July 30, 2002 (together with the Merger Plan, as the same may be amended from time to time, the "Merger Agreement"; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement), pursuant to which, upon the terms and subject to the conditions thereof, Biosearch will merge with and into Versicor and Versicor shall be the surviving corporation (the "Merger").

        C.    The Versicor Stockholder, who declares to know the content of the Merger Agreement, in order to induce Biosearch to enter into the Merger Agreement and consummate the Merger and the transactions contemplated by the Merger Agreement, and in consideration therefor, has agreed to enter into this Agreement.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein, the parties agree as follows:

ARTICLE I

TRANSFER AND VOTING OF SUBJECT SHARES

        1.1    Transfer of Subject Shares.    Except as may otherwise be agreed upon by Biosearch in writing and as contemplated by the terms of this Agreement, from the date hereof through and including the date of the Versicor Stockholder Approval (as defined in the Merger Agreement), the Versicor Stockholder shall not, directly or indirectly, (a) transfer (which term shall include, without limitation, any sale, gift, pledge, encumbrance or other disposition), or consent to any transfer of, any or all of the Subject Shares or any interest therein or any voting power in relation thereto, (b) deposit the Subject Shares or any interest therein into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares or grant any proxy, power of attorney or other authorization in or with respect thereto, or (c) enter into any contract, option or other agreement or understanding with respect to any such transfer of any or all of the Subject Shares or any interest therein or any voting power in relation thereto.

        1.2    Agreement to Vote the Subject Shares.    The Versicor Stockholder shall, at each and every meeting of the stockholders of Versicor called with respect to any of the following, and at any adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Versicor with respect to any of the following, and in any other circumstances upon which a vote, consent or other approval with respect to any of the following is sought, solely in its capacity as a stockholder of Versicor, take each and every action and accomplish each and every

formality as is necessary to participate in the meetings (if applicable) and vote (or cause to be voted) all of the Subject Shares and each interest therein:

        (a)  in favor of the Merger, the Merger Agreement and the transactions contemplated thereby and, upon the request of Biosearch, any actions required in furtherance thereof and hereof, including, without limitation, any proposal to permit Versicor to adjourn such meeting (an "Adjournment Proposal");

        (b)  against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement), to the extent that such actions require the Versicor Stockholder's approval or in relation to which such approval is sought: (i) any Alternative Transaction; (ii) a reorganization, recapitalization, dissolution or liquidation of Versicor; and (iii) (A) any change in the present capitalization of Versicor or any amendment of the Certificate of Incorporation or similar governing document of Versicor, (B) any other change in the corporate structure or business of Versicor; or (C) any other action which, in the case of each of the matters referred to in clauses (A) and (B) above, is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Merger and the other transactions contemplated by the Merger Agreement or this Agreement; and

        (c)  in favor of each other matter relating to the consummation of the transactions contemplated by the Merger Agreement.

        1.3    Grant of Irrevocable Proxy; Appointment of Proxy.

        (a)  Concurrently with the execution of this Agreement, and from time to time thereafter (including as soon as a Versicor Stockholders' Meeting is called concerning any of the matters set forth in Section 1.2 hereof), the Versicor Stockholder hereby agrees to deliver to Biosearch an irrevocable proxy in the form attached hereto as Exhibit A (the "Proxy") with respect to the Subject Shares, which shall be coupled with an interest and irrevocable to the fullest extent permissible by law.

        (b)  The Versicor Stockholder represents that any proxies heretofore given in respect of the Subject Shares are revocable, and that any such proxies are hereby revoked or will be revoked by appropriate notice (or other instrument) prior to or concurrently with the execution and delivery of this Agreement.

        (c)  The Versicor Stockholder recognizes that the Merger will be of benefit to the Versicor Stockholder and acknowledges that Biosearch is incurring costs and expenses in reliance on the representations and agreements of the Versicor Stockholder set forth in this Agreement. The Versicor Stockholder hereby affirms and agrees that the Proxies set forth in this Section 1.3 are given in connection with the adoption by Biosearch of the Merger Agreement, and that such Proxies are given to secure the performance of the duties of the Versicor Stockholder under this Agreement. The Versicor Stockholder hereby further affirms and agrees that the Proxies are coupled with an interest and are intended to be irrevocable to the fullest extent permissible by law. The Versicor Stockholder hereby confirms and agrees that the Proxies are effective to consummate the intent of this Agreement to the maximum extent permitted by applicable law.

ARTICLE II

REPRESENTATIONS AND WARRANTIES
OF THE VERSACE STOCKHOLDER

        The Versicor Stockholder hereby represents and warrants to Biosearch as follows:

        2.1    Ownership of Subject Shares.    On the date hereof, the Versicor Stockholder owns, directly or indirectly, and has the power to direct the voting of, the Subject Shares set forth next to the Versicor

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Stockholder's name set forth on Schedule I attached hereto. On the date hereof, the Subject Shares constitute all of the shares of voting capital stock of Biosearch owned of record or otherwise by the Versicor Stockholder or as to which such Versicor Stockholder has the power to direct the voting of such shares. The Versicor Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Article 1 hereof, sole power of disposition, sole power of conversion, sole power (if any) to demand, appraisal or rescission rights, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Versicor Stockholder's Subject Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement.

        2.2    Power; Binding Agreement.    The Versicor Stockholder has all requisite powers and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by the Versicor Stockholder shall not violate any agreement to which the Versicor Stockholder is a party, including, without limitation, any voting agreement, proxy arrangement, pledge agreement, stockholders agreement, voting trust or trust agreement. This Agreement has been duly and validly executed and delivered by the Versicor Stockholder, and constitutes a legally valid and binding obligation of the Versicor Stockholder, enforceable against the Versicor Stockholder in accordance with its terms, except as may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally, or (b) general principles of equity relating to enforceability, whether considered in a proceeding at law or in equity. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Versicor Stockholder is a trustee whose consent is required for the execution and delivery of this Agreement or the compliance by the Versicor Stockholder with the terms hereof. If the Versicor Stockholder is a natural person and is married, and the Subject Shares constitute community property or the Versicor Stockholder otherwise needs spousal or other similar approval for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Versicor Stockholder's spouse, enforceable against such spouse in accordance with its terms.

        2.3    No Conflicts.    None of the execution and delivery of this Agreement by the Versicor Stockholder, the consummation by the Versicor Stockholder of the transactions contemplated hereby or compliance by the Versicor Stockholder with any of the provisions hereof shall (a) conflict with or violate any agreement, law, rule, regulation, order, judgment or decision or other instrument binding upon the Versicor Stockholder or any of the Versicor Stockholder's properties or assets, nor require any consent, notification, regulatory filing or approval which has not been obtained, (b) result in any violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give to any third party a right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Versicor Stockholder is a party or by which the Versicor Stockholder or any of its properties or assets may be bound or affected, or (c) if the Versicor Stockholder is other than a natural person, conflict with, or result in any breach of, any organizational documents applicable to the Versicor Stockholder.

        2.4    No Liens.    Except as established hereby, the Subject Shares (with the exception of the Subject Shares which are not owned by the Versicor Stockholder, but for which the Versicor Stockholder exercises the relevant voting power) are now and, at all times during the term hereof will be, held by the Versicor Stockholder, or by a nominee or custodian for the benefit of the Versicor Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever.

        2.5    No Solicitation.    The Versicor Stockholder hereby agrees, in the Versicor Stockholder's capacity as a stockholder of Versicor, that neither the Versicor Stockholder nor any of the Versicor Stockholder's subsidiaries, if applicable, shall (and the Versicor Stockholder shall cause the Versicor

3

Stockholder's officers, directors, employees, investment bankers, consultants, attorneys, accountants, agents, advisors and representatives not to), directly or indirectly, take any action to solicit, initiate, encourage, facilitate, participate in or initiate discussions or negotiations with, or provide any information to, any person (other than Biosearch or any of its affiliates or representatives) concerning any Alternative Proposal; provided, however, that nothing contained in this Section 2.5 shall restrict the Versicor Stockholder or any officer, director or employee of the Versicor Stockholder or the Versicor Stockholder's subsidiaries, if applicable, from taking any action in his or her capacity as a director, officer or employee of Versicor which is permitted to be taken pursuant to Section 4.3 of the Merger Agreement.

        2.6    Accuracy of Representations.    The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement.

ARTICLE III

COVENANTS

        3.1    Further Assurances.    From time to time and without any additional consideration, upon the request of Biosearch, the Versicor Stockholder shall execute and deliver to Biosearch such additional instruments containing grants of proxy with respect to the Subject Shares (which grants of proxy shall be in substantially the form described in Section 1.3(a) hereof) as Biosearch may reasonably request in connection with the Versicor Stockholder's obligations under this Agreement.

        3.2    No Inconsistent Actions.    The Versicor Stockholder shall not, nor shall it permit any of its directors, officers, partners, employees or agents or any investment banker, attorney or other adviser or representative of the Versicor Stockholder to, directly or indirectly, take any action that would in any way restrict, limit or interfere with the performance of the Versicor Stockholders obligations hereunder or the transactions contemplated hereby or by the Merger Agreement, or which shall cause any of the representations set forth in Section 2 of this Agreement to become untrue.

        3.3    Reasonable Efforts.    Subject to the terms and conditions of this Agreement, Biosearch agrees to use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.

        3.4    Permitted Actions.    Nothing contained in this Agreement shall restrict the Versicor Stockholder or any officer, director or employee of the Versicor Stockholder or the Versicor Stockholder's subsidiaries (if applicable) from taking any action in his or her capacity as a director, officer or employee of Versicor which is permitted to be taken pursuant to Section 4.3 of the Merger Agreement.

ARTICLE IV

TERMINATION

        Other than Article V hereof (which shall survive in any event), this Agreement and the covenants, representations and warranties, agreements and irrevocable proxy or proxies contained herein or granted pursuant hereto shall automatically terminate upon the earlier to occur of (i) the termination of the Merger Agreement in accordance with Article VII thereof, and (ii) the consummation of the Merger. Upon any termination of this Agreement, this Agreement shall thereupon become void and of no further force and effect, and there shall be no liability in respect of this Agreement or of any transactions contemplated hereby or by the Merger Agreement on the part of any party hereto or any of its directors, officers, partners, stockholders, employees, agents, advisors, representatives or affiliates; provided, however, that nothing herein shall relieve any party from any liability for such party's willful

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breach of this Agreement; and provided further, that nothing herein shall limit, restrict, impair, amend or otherwise modify the rights, remedies, obligations or liabilities of any person under any other contract or agreement, including without limitation, the Merger Agreement.

ARTICLE V

MISCELLANEOUS

        5.1    Specific Performance.    Each party hereto recognizes and agrees that, if for any reason any of the provisions of this Agreement are not performed by the other parties in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused to the non-breaching parties for which money damages would not be an adequate remedy. Accordingly, the parties agree that, in addition to any other available remedies, the non-breaching parties shall be entitled to an injunction restraining any violation or threatened violation of the provisions of this Agreement without the necessity of the non-breaching parties posting a bond or other form of security. In the event that any action should be brought in equity to enforce the provisions of this Agreement, the breaching party will not allege, and the breaching party hereby waives the defense, that there is an adequate remedy at law.

        5.2    Severability.    Any term or provision of this Agreement which is invalid, illegal or unenforceable in any jurisdiction by any rule or law or public policy shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without rendering invalid, illegal or unenforceable the remaining terms and provisions of this Agreement or affecting the validity, legality or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. Without limiting the foregoing, upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

        5.3    Entire Agreement; Amendments.    This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement may not be amended except by an instrument in writing signed by each of the parties against whom such amendment is sought to be enforced.

        5.4    Assignment.    Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by either of the parties without the prior written consent of the other party. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

        5.5    Headings.    The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

        5.6    Notices.    All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally, sent by express courier

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(providing proof of delivery) or communicated by confirmed facsimile to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

        (a)  if to the Versicor Stockholder, to the addresses set forth next to the Versicor Stockholder's name on Schedule II attached hereto,

with a copy to:

O'Melveny & Myers LLP
275 Battery Street, Suite 2600
San Francisco, CA 94111
Facsimile: (415) 984-8701
Attention: Peter T. Healy, Esq.

and

        (b)  if to Biosearch, to:

Biosearch Italia S.p.A.
Via Roberto Lepetit n.34
Gerenzano, Italy 21040
Facsimile: 39 (029) 647-4400
Attention: Francesco Parenti
                      Claudio Quarta

with a copy to:

Studio Legale Chiomenti
Via A. Boito n.8
Milan, Italy 20121
Facsimile: 39 (027) 215-7230
Attention: Paolo Giacometti

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue, 11th Floor
Palo Alto, CA 94301
Facsimile: (650) 470-4570
Attention: Kenton J. King, Esq.

        5.7    Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury.

        (a)  This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to this Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof.

        (b)  Each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any Delaware state court, or Federal court of the United States of America, sitting in Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such

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Delaware state court or, to the extent permitted by law, in such Federal court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such Delaware state or Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding any such Delaware state or Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.6 hereof. Each party not located in the United States irrevocably appoints CT Corporation System, which currently maintains a Delaware office at 1209 Orange Street, Wilmington, Delaware 19801, United States of America, as its agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding that may be instituted in any state or federal court in the State of Delaware. Nothing in this Agreement shall affect the right of any party to this Agreement to serve process in any other manner permitted by law.

        (c)  EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY ACKNOWLEDGES AND AGREES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY THE ENFORCEMENT OF EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.7(c).

        5.8    Counterparts; Effectiveness.    This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

[Signature page follows.]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as of the date first written above.

"BIOSEARCH"
BIOSEARCH ITALIA S.p.A., an Italian joint stock company
By:	/s/  CLAUDIO QUARTA Claudio Quarta Chief Executive Officer
"VERSICOR STOCKHOLDER"
HEALTHCARE VENTURES V, L.P., a Delaware limited partnership
By:	HEALTHCARE PARTNERS V, L.P., a Delaware limited partnership, its general partner
	By:	/s/  JAMES H. CAVANAUGH James H. Cavanaugh, Ph.D. General Partner

[SIGNATURE PAGE TO HEALTHCARE VENTURES VOTING AGREEMENT]

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SCHEDULE I

LIST OF VERSICOR STOCKHOLDERS

Versicor Stockholder	Number of Shares Subject to This Agreement
George F. Horner III	17,500
HealthCare Ventures V, L.P.	1,442,869

Schedule I

SCHEDULE II

NOTICES

Versicor Stockholder	Notice To:	With a Copy To:
George F. Horner III	Versicor Inc. 34790 Ardentech Court Fremont, California 94555 Facsimile: (510) 739-3003	O'Melveny & Myers LLP 275 Battery Street, 26th Floor San Francisco, CA 94111 Facsimile: (415) 984-8701 Attention: Peter T. Healy, Esq.
HealthCare Ventures V, L.P.	Healthcare Ventures V, L.P. 44 Nassau Street Princeton, NJ 08452 Attn: James H. Cavanaugh, Ph.D Facsimile: (609) 430-9525	O'Melveny & Myers LLP 275 Battery Street, 26th Floor San Francisco, CA 94111 Facsimile: (415) 984-8701 Attention: Peter T. Healy, Esq.

Schedule II

EXHIBIT A TO
VERSICOR STOCKHOLDER VOTING AGREEMENT

FORM OF IRREVOCABLE PROXY

        The undersigned shareholder of Versicor Inc., a Delaware corporation ("Versicor"), born in                        ,                         on                         , [in his/her capacity as legal representative of                        , with its registered office at                        ,                         ], hereby irrevocably (to the fullest extent permitted by law) appoints Francesco Parenti and Claudio Quarta, and each of them individually, in their capacities as President and Chief Executive Officer of Biosearch Italia S.p.A., an Italian joint stock company ("Biosearch"), and any successor in any office of Biosearch currently held by either or both, as the undersigned's attorney-in-fact (with full power of substitution and resubstitution), for and in the name, place and stead of the undersigned, to represent the undersigned at the Versicor Stockholders' Meeting, and to vote and exercise all other rights belonging to the undersigned in his/her/its capacity as a stockholder of Versicor with respect to all of the shares of common stock, par value $0.001 per share, of Versicor ("Versicor Common Stock"), that now are or hereafter may be beneficially owned by the undersigned, or the voting power or title over which may be acquired by the undersigned on or after the date hereof (the "Subject Shares"):

        (a)  in favor of the Merger, the Merger Agreement and the transactions contemplated thereby, and any actions required in furtherance thereof and hereof, including, without limitation, any proposal to permit Versicor to adjourn such meeting (an "Adjournment Proposal");

        (b)  against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement), to the extent that such actions require the Versicor Stockholders' approval or in relation to which such approval is sought: (i) any Alternative Transaction; (ii) a reorganization, recapitalization, dissolution or liquidation of Versicor; and (iii) (A) any change in the present capitalization of Versicor or any amendment of the Certificate of Incorporation or similar governing document of Versicor, (B) any other change in the corporate structure or business of Versicor; or (C) any other action which, in the case of each of the matters referred to in clauses (A) and (B) above, is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially adversely effect the consummation of the Merger and the other transactions contemplated by the Merger Agreement or this Agreement; and

        (c)  in favor of each other matter relating to the consummation of the transactions contemplated by the Merger Agreement

        The Subject Shares beneficially owned by the undersigned as of the date of this Proxy are listed on Schedule I to that certain Versace Stockholder Voting Agreement dated July 30, 2002, by and between Biosearch and the undersigned (as the same may be amended from time to time, the "Voting Agreement").

        This Proxy is irrevocable (to the fullest extent permitted by law), is coupled with an interest and is granted pursuant to the Voting Agreement in consideration of Biosearch entering into the Agreement and Plan of Merger dated as of July 30, 2002 (as the same may be amended from time to time, the "Merger Agreement"), by and between Versicor and Biosearch (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement).

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        Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. The undersigned hereby ratifies and confirms in advance all that such attorneys-in-fact may lawfully do or cause to be done by virtue of this Proxy.

        Dated: [            ], 2002

HEALTHCARE VENTURES V, L.P., a Delaware limited partnership
By:	HEALTHCARE PARTNERS V, L.P., a Delaware limited partnership, its general partner
	By:
		James H. Cavanaugh, Ph.D. General Partner

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VERSICOR STOCKHOLDER VOTING AGREEMENT
ARTICLE I TRANSFER AND VOTING OF SUBJECT SHARES
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE VERSACE STOCKHOLDER
ARTICLE III COVENANTS
ARTICLE IV TERMINATION
ARTICLE V MISCELLANEOUS
SCHEDULE I LIST OF VERSICOR STOCKHOLDERS
SCHEDULE II NOTICES
EXHIBIT A TO VERSICOR STOCKHOLDER VOTING AGREEMENT
FORM OF IRREVOCABLE PROXY

EX-2

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Exhibit 2

VERSICOR STOCKHOLDER VOTING AGREEMENT

THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of July 30, 2002, by and between Biosearch Italia S.p.A., an Italian joint stock company ("Biosearch"), and the undersigned stockholder (the "Versicor Stockholder") of Versicor Inc., a Delaware corporation ("Versicor").

THE PARTIES TO THIS AGREEMENT enter into this Agreement on the basis of the following facts, intentions and understandings:

        A.    As of the date hereof, the Versicor Stockholder has full title to and is entitled to dispose of (or to direct the disposition of) and/or vote (or to direct the voting of) the number of shares of common stock, par value $0.001 per share, of Versicor ("Versicor Common Stock"), set forth opposite such Versicor Stockholder's name on Schedule I attached hereto (such shares of Versicor Common Stock are collectively referred to herein as the "Subject Shares").

        B.    The parties hereto acknowledge that on July 30, 2002 (i) Versicor's board of directors approved the Plan of Merger (Progetto di Fusione) (the "Merger Plan") in relation to the Merger (as defined below) and (ii) Versicor and Biosearch entered into that certain Agreement and Plan of Merger dated as of July 30, 2002 (together with the Merger Plan, as the same may be amended from time to time, the "Merger Agreement"; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement), pursuant to which, upon the terms and subject to the conditions thereof, Biosearch will merge with and into Versicor and Versicor shall be the surviving corporation (the "Merger").

        C.    The Versicor Stockholder, who declares to know the content of the Merger Agreement, in order to induce Biosearch to enter into the Merger Agreement and consummate the Merger and the transactions contemplated by the Merger Agreement, and in consideration therefor, has agreed to enter into this Agreement.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein, the parties agree as follows:

ARTICLE I

TRANSFER AND VOTING OF SUBJECT SHARES

        1.1    Transfer of Subject Shares.    Except as may otherwise be agreed upon by Biosearch in writing and as contemplated by the terms of this Agreement, from the date hereof through and including the date of the Versicor Stockholder Approval (as defined in the Merger Agreement), the Versicor Stockholder shall not, directly or indirectly, (a) transfer (which term shall include, without limitation, any sale, gift, pledge, encumbrance or other disposition), or consent to any transfer of, any or all of the Subject Shares or any interest therein or any voting power in relation thereto, (b) deposit the Subject Shares or any interest therein into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares or grant any proxy, power of attorney or other authorization in or with respect thereto, or (c) enter into any contract, option or other agreement or understanding with respect to any such transfer of any or all of the Subject Shares or any interest therein or any voting power in relation thereto.

        1.2    Agreement to Vote the Subject Shares.    The Versicor Stockholder shall, at each and every meeting of the stockholders of Versicor called with respect to any of the following, and at any adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Versicor with respect to any of the following, and in any other circumstances upon which a vote, consent or other approval with respect to any of the following is sought, solely in its capacity as a stockholder of Versicor, take each and every action and accomplish each and every

formality as is necessary to participate in the meetings (if applicable) and vote (or cause to be voted) all of the Subject Shares and each interest therein:

        (a)  in favor of the Merger, the Merger Agreement and the transactions contemplated thereby and, upon the request of Biosearch, any actions required in furtherance thereof and hereof, including, without limitation, any proposal to permit Versicor to adjourn such meeting (an "Adjournment Proposal");

        (b)  against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement), to the extent that such actions require the Versicor Stockholder's approval or in relation to which such approval is sought: (i) any Alternative Transaction; (ii) a reorganization, recapitalization, dissolution or liquidation of Versicor; and (iii) (A) any change in the present capitalization of Versicor or any amendment of the Certificate of Incorporation or similar governing document of Versicor, (B) any other change in the corporate structure or business of Versicor; or (C) any other action which, in the case of each of the matters referred to in clauses (A) and (B) above, is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Merger and the other transactions contemplated by the Merger Agreement or this Agreement; and

        (c)  in favor of each other matter relating to the consummation of the transactions contemplated by the Merger Agreement.

        1.3    Grant of Irrevocable Proxy; Appointment of Proxy.

        (a)  Concurrently with the execution of this Agreement, and from time to time thereafter (including as soon as a Versicor Stockholders' Meeting is called concerning any of the matters set forth in Section 1.2 hereof), the Versicor Stockholder hereby agrees to deliver to Biosearch an irrevocable proxy in the form attached hereto as Exhibit A (the "Proxy") with respect to the Subject Shares, which shall be coupled with an interest and irrevocable to the fullest extent permissible by law.

        (b)  The Versicor Stockholder represents that any proxies heretofore given in respect of the Subject Shares are revocable, and that any such proxies are hereby revoked or will be revoked by appropriate notice (or other instrument) prior to or concurrently with the execution and delivery of this Agreement.

        (c)  The Versicor Stockholder recognizes that the Merger will be of benefit to the Versicor Stockholder and acknowledges that Biosearch is incurring costs and expenses in reliance on the representations and agreements of the Versicor Stockholder set forth in this Agreement. The Versicor Stockholder hereby affirms and agrees that the Proxies set forth in this Section 1.3 are given in connection with the adoption by Biosearch of the Merger Agreement, and that such Proxies are given to secure the performance of the duties of the Versicor Stockholder under this Agreement. The Versicor Stockholder hereby further affirms and agrees that the Proxies are coupled with an interest and are intended to be irrevocable to the fullest extent permissible by law. The Versicor Stockholder hereby confirms and agrees that the Proxies are effective to consummate the intent of this Agreement to the maximum extent permitted by applicable law.

ARTICLE II

REPRESENTATIONS AND WARRANTIES
OF THE VERSACE STOCKHOLDER

        The Versicor Stockholder hereby represents and warrants to Biosearch as follows:

        2.1    Ownership of Subject Shares.    On the date hereof, the Versicor Stockholder owns, directly or indirectly, and has the power to direct the voting of, the Subject Shares set forth next to the Versicor

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Stockholder's name set forth on Schedule I attached hereto. On the date hereof, the Subject Shares constitute all of the shares of voting capital stock of Biosearch owned of record or otherwise by the Versicor Stockholder or as to which such Versicor Stockholder has the power to direct the voting of such shares. The Versicor Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Article 1 hereof, sole power of disposition, sole power of conversion, sole power (if any) to demand, appraisal or rescission rights, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Versicor Stockholder's Subject Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement.

        2.2    Power; Binding Agreement.    The Versicor Stockholder has all requisite powers and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by the Versicor Stockholder shall not violate any agreement to which the Versicor Stockholder is a party, including, without limitation, any voting agreement, proxy arrangement, pledge agreement, stockholders agreement, voting trust or trust agreement. This Agreement has been duly and validly executed and delivered by the Versicor Stockholder, and constitutes a legally valid and binding obligation of the Versicor Stockholder, enforceable against the Versicor Stockholder in accordance with its terms, except as may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally, or (b) general principles of equity relating to enforceability, whether considered in a proceeding at law or in equity. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Versicor Stockholder is a trustee whose consent is required for the execution and delivery of this Agreement or the compliance by the Versicor Stockholder with the terms hereof. If the Versicor Stockholder is a natural person and is married, and the Subject Shares constitute community property or the Versicor Stockholder otherwise needs spousal or other similar approval for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Versicor Stockholder's spouse, enforceable against such spouse in accordance with its terms.

        2.3    No Conflicts.    None of the execution and delivery of this Agreement by the Versicor Stockholder, the consummation by the Versicor Stockholder of the transactions contemplated hereby or compliance by the Versicor Stockholder with any of the provisions hereof shall (a) conflict with or violate any agreement, law, rule, regulation, order, judgment or decision or other instrument binding upon the Versicor Stockholder or any of the Versicor Stockholder's properties or assets, nor require any consent, notification, regulatory filing or approval which has not been obtained, (b) result in any violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give to any third party a right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Versicor Stockholder is a party or by which the Versicor Stockholder or any of its properties or assets may be bound or affected, or (c) if the Versicor Stockholder is other than a natural person, conflict with, or result in any breach of, any organizational documents applicable to the Versicor Stockholder.

        2.4    No Liens.    Except as established hereby, the Subject Shares (with the exception of the Subject Shares which are not owned by the Versicor Stockholder, but for which the Versicor Stockholder exercises the relevant voting power) are now and, at all times during the term hereof will be, held by the Versicor Stockholder, or by a nominee or custodian for the benefit of the Versicor Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever.

        2.5    No Solicitation.    The Versicor Stockholder hereby agrees, in the Versicor Stockholder's capacity as a stockholder of Versicor, that neither the Versicor Stockholder nor any of the Versicor Stockholder's subsidiaries, if applicable, shall (and the Versicor Stockholder shall cause the Versicor

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Stockholder's officers, directors, employees, investment bankers, consultants, attorneys, accountants, agents, advisors and representatives not to), directly or indirectly, take any action to solicit, initiate, encourage, facilitate, participate in or initiate discussions or negotiations with, or provide any information to, any person (other than Biosearch or any of its affiliates or representatives) concerning any Alternative Proposal; provided, however, that nothing contained in this Section 2.5 shall restrict the Versicor Stockholder or any officer, director or employee of the Versicor Stockholder or the Versicor Stockholder's subsidiaries, if applicable, from taking any action in his or her capacity as a director, officer or employee of Versicor which is permitted to be taken pursuant to Section 4.3 of the Merger Agreement.

        2.6    Accuracy of Representations.    The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times until termination of this Agreement.

ARTICLE III

COVENANTS

        3.1    Further Assurances.    From time to time and without any additional consideration, upon the request of Biosearch, the Versicor Stockholder shall execute and deliver to Biosearch such additional instruments containing grants of proxy with respect to the Subject Shares (which grants of proxy shall be in substantially the form described in Section 1.3(a) hereof) as Biosearch may reasonably request in connection with the Versicor Stockholder's obligations under this Agreement.

        3.2    No Inconsistent Actions.    The Versicor Stockholder shall not, nor shall it permit any of its directors, officers, partners, employees or agents or any investment banker, attorney or other adviser or representative of the Versicor Stockholder to, directly or indirectly, take any action that would in any way restrict, limit or interfere with the performance of the Versicor Stockholders obligations hereunder or the transactions contemplated hereby or by the Merger Agreement, or which shall cause any of the representations set forth in Section 2 of this Agreement to become untrue.

        3.3    Reasonable Efforts.    Subject to the terms and conditions of this Agreement, Biosearch agrees to use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.

        3.4    Permitted Actions.    Nothing contained in this Agreement shall restrict the Versicor Stockholder or any officer, director or employee of the Versicor Stockholder or the Versicor Stockholder's subsidiaries (if applicable) from taking any action in his or her capacity as a director, officer or employee of Versicor which is permitted to be taken pursuant to Section 4.3 of the Merger Agreement.

ARTICLE IV

TERMINATION

        Other than Article V hereof (which shall survive in any event), this Agreement and the covenants, representations and warranties, agreements and irrevocable proxy or proxies contained herein or granted pursuant hereto shall automatically terminate upon the earlier to occur of (i) the termination of the Merger Agreement in accordance with Article VII thereof, and (ii) the consummation of the Merger. Upon any termination of this Agreement, this Agreement shall thereupon become void and of no further force and effect, and there shall be no liability in respect of this Agreement or of any transactions contemplated hereby or by the Merger Agreement on the part of any party hereto or any of its directors, officers, partners, stockholders, employees, agents, advisors, representatives or affiliates; provided, however, that nothing herein shall relieve any party from any liability for such party's willful

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breach of this Agreement; and provided further, that nothing herein shall limit, restrict, impair, amend or otherwise modify the rights, remedies, obligations or liabilities of any person under any other contract or agreement, including without limitation, the Merger Agreement.

ARTICLE V

MISCELLANEOUS

        5.1    Specific Performance.    Each party hereto recognizes and agrees that, if for any reason any of the provisions of this Agreement are not performed by the other parties in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused to the non-breaching parties for which money damages would not be an adequate remedy. Accordingly, the parties agree that, in addition to any other available remedies, the non-breaching parties shall be entitled to an injunction restraining any violation or threatened violation of the provisions of this Agreement without the necessity of the non-breaching parties posting a bond or other form of security. In the event that any action should be brought in equity to enforce the provisions of this Agreement, the breaching party will not allege, and the breaching party hereby waives the defense, that there is an adequate remedy at law.

        5.2    Severability.    Any term or provision of this Agreement which is invalid, illegal or unenforceable in any jurisdiction by any rule or law or public policy shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without rendering invalid, illegal or unenforceable the remaining terms and provisions of this Agreement or affecting the validity, legality or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. Without limiting the foregoing, upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

        5.3    Entire Agreement; Amendments.    This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement may not be amended except by an instrument in writing signed by each of the parties against whom such amendment is sought to be enforced.

        5.4    Assignment.    Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by either of the parties without the prior written consent of the other party. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

        5.5    Headings.    The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

        5.6    Notices.    All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally, sent by express courier

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(providing proof of delivery) or communicated by confirmed facsimile to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

        (a)  if to the Versicor Stockholder, to the addresses set forth next to the Versicor Stockholder's name on Schedule II attached hereto,

with a copy to:

O'Melveny & Myers LLP
275 Battery Street, Suite 2600
San Francisco, CA 94111
Facsimile: (415) 984-8701
Attention: Peter T. Healy, Esq.

and

        (b)  if to Biosearch, to:

Biosearch Italia S.p.A.
Via Roberto Lepetit n.34
Gerenzano, Italy 21040
Facsimile: 39 (029) 647-4400
Attention: Francesco Parenti
                      Claudio Quarta

with a copy to:

Studio Legale Chiomenti
Via A. Boito n.8
Milan, Italy 20121
Facsimile: 39 (027) 215-7230
Attention: Paolo Giacometti


with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue, 11th Floor
Palo Alto, CA 94301
Facsimile: (650) 470-4570
Attention: Kenton J. King, Esq.

        5.7    Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury.

        (a)  This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to this Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof.

        (b)  Each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any Delaware state court, or Federal court of the United States of America, sitting in Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such

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Delaware state court or, to the extent permitted by law, in such Federal court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such Delaware state or Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding any such Delaware state or Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.6 hereof. Each party not located in the United States irrevocably appoints CT Corporation System, which currently maintains a Delaware office at 1209 Orange Street, Wilmington, Delaware 19801, United States of America, as its agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding that may be instituted in any state or federal court in the State of Delaware. Nothing in this Agreement shall affect the right of any party to this Agreement to serve process in any other manner permitted by law.

        (c)  EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY ACKNOWLEDGES AND AGREES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY THE ENFORCEMENT OF EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.7(c).

        5.8    Counterparts; Effectiveness.    This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

[Signature page follows.]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as of the date first written above.

"BIOSEARCH"
BIOSEARCH ITALIA S.p.A., an Italian joint stock company
By:	/s/  CLAUDIO QUARTA Claudio Quarta Chief Executive Officer
"VERSICOR STOCKHOLDER"
/s/  GEORGE F. HORNER III George F. Horner III

[SIGNATURE PAGE TO HORNER VOTING AGREEMENT]

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SCHEDULE I

LIST OF VERSICOR STOCKHOLDERS

Versicor Stockholder	Number of Shares Subject to This Agreement
George F. Horner III	17,500
HealthCare Ventures V, L.P.	1,442,869

Schedule I

SCHEDULE II

NOTICES

Versicor Stockholder	Notice To:	With a Copy To:
George F. Horner III	Versicor Inc. 34790 Ardentech Court Fremont, California 94555 Facsimile: (510) 739-3003	O'Melveny & Myers LLP 275 Battery Street, 26th Floor San Francisco, CA 94111 Facsimile: (415) 984-8701 Attention: Peter T. Healy, Esq.
HealthCare Ventures V, L.P.	Healthcare Ventures V, L.P. 44 Nassau Street Princeton, NJ 08452 Attn: James H. Cavanaugh, Ph.D Facsimile: (609) 430-9525	O'Melveny & Myers LLP 275 Battery Street, 26th Floor San Francisco, CA 94111 Facsimile: (415) 984-8701 Attention: Peter T. Healy, Esq.

Schedule II

EXHIBIT A TO
VERSICOR STOCKHOLDER VOTING AGREEMENT

FORM OF IRREVOCABLE PROXY

        The undersigned shareholder of Versicor Inc., a Delaware corporation ("Versicor"), born in                        ,                         on                         , [in his/her capacity as legal representative of                        , with its registered office at                        ,                         ], hereby irrevocably (to the fullest extent permitted by law) appoints Francesco Parenti and Claudio Quarta, and each of them individually, in their capacities as President and Chief Executive Officer of Biosearch Italia S.p.A., an Italian joint stock company ("Biosearch"), and any successor in any office of Biosearch currently held by either or both, as the undersigned's attorney-in-fact (with full power of substitution and resubstitution), for and in the name, place and stead of the undersigned, to represent the undersigned at the Versicor Stockholders' Meeting, and to vote and exercise all other rights belonging to the undersigned in his/her/its capacity as a stockholder of Versicor with respect to all of the shares of common stock, par value $0.001 per share, of Versicor ("Versicor Common Stock"), that now are or hereafter may be beneficially owned by the undersigned, or the voting power or title over which may be acquired by the undersigned on or after the date hereof (the "Subject Shares"):

        (a)  in favor of the Merger, the Merger Agreement and the transactions contemplated thereby, and any actions required in furtherance thereof and hereof, including, without limitation, any proposal to permit Versicor to adjourn such meeting (an "Adjournment Proposal");

        (b)  against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement), to the extent that such actions require the Versicor Stockholders' approval or in relation to which such approval is sought: (i) any Alternative Transaction; (ii) a reorganization, recapitalization, dissolution or liquidation of Versicor; and (iii) (A) any change in the present capitalization of Versicor or any amendment of the Certificate of Incorporation or similar governing document of Versicor, (B) any other change in the corporate structure or business of Versicor; or (C) any other action which, in the case of each of the matters referred to in clauses (A) and (B) above, is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially adversely effect the consummation of the Merger and the other transactions contemplated by the Merger Agreement or this Agreement; and

        (c)  in favor of each other matter relating to the consummation of the transactions contemplated by the Merger Agreement

        The Subject Shares beneficially owned by the undersigned as of the date of this Proxy are listed on Schedule I to that certain Versace Stockholder Voting Agreement dated July 30, 2002, by and between Biosearch and the undersigned (as the same may be amended from time to time, the "Voting Agreement").

        This Proxy is irrevocable (to the fullest extent permitted by law), is coupled with an interest and is granted pursuant to the Voting Agreement in consideration of Biosearch entering into the Agreement and Plan of Merger dated as of July    , 2002 (as the same may be amended from time to time, the "Merger Agreement"), by and between Versicor and Biosearch (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement).

        Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. The undersigned hereby ratifies and confirms in advance all that such attorneys-in-fact may lawfully do or cause to be done by virtue of this Proxy.

        Dated:            , 2002

George F. Horner III

A-1

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VERSICOR STOCKHOLDER VOTING AGREEMENT
ARTICLE I TRANSFER AND VOTING OF SUBJECT SHARES
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE VERSACE STOCKHOLDER
ARTICLE III COVENANTS
ARTICLE IV TERMINATION
ARTICLE V MISCELLANEOUS
SCHEDULE I LIST OF VERSICOR STOCKHOLDERS
SCHEDULE II NOTICES
EXHIBIT A TO VERSICOR STOCKHOLDER VOTING AGREEMENT
FORM OF IRREVOCABLE PROXY

EX-3

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Exhibit 3

STOCKHOLDERS AGREEMENT

THIS STOCKHOLDERS AGREEMENT (this "Agreement") is made and entered into as of July 30, 2002, by and among those current and prospective stockholders listed on Schedule I hereto (the "Stockholders") of Versicor Inc., a Delaware corporation (the "Company").

THE PARTIES TO THIS AGREEMENT enter into this Agreement on the basis of the following facts, intentions and understandings:

        A.    Concurrently with the execution and delivery of this Agreement, the Company and Biosearch Italia S.p.A., an Italian joint stock company ("Biosearch"), have entered into that certain Agreement and Plan of Merger dated as of July 30, 2002 (as the same may be amended from time to time, the "Merger Agreement") pursuant to which, upon the terms and subject to the conditions thereof, Biosearch will merge with and into the Company and the Company shall be the surviving corporation (the "Merger").

        B.    During the term of this Agreement, each Stockholder will "beneficially own" (such term having the meaning as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) and be entitled to dispose of (or to direct the disposition of) and to vote (or to direct the voting of) shares of common stock, par value $0.001 per share, of the Company ("Common Shares") (such Common Shares, the "Subject Shares").

        C.    The Stockholders desire to secure continuity and stability of policy and management of the Company.

        D.    In the mutual interest, and for the mutual consideration, of fulfilling a necessary condition of the Merger Agreement so as to permit consummation of the transactions contemplated thereby, each Stockholder hereby acknowledging that the Merger will be a benefit to such Stockholder, the Stockholders enter into this Agreement.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein, the parties agree as follows:

ARTICLE I

COVENANTS OF THE STOCKHOLDERS

        Until the termination of this Agreement, each Stockholder agrees that:

        1.1    Voting of Subject Shares.    The Stockholder shall take such action as may be required so that all Subject Shares owned directly or indirectly by the Stockholder are voted at all duly noticed and convened meetings of holders of Common Shares (i) for nominees to the Board of Directors of the Company who have been recommended by the Company's Board of Directors according to the procedures set forth in Section 14A of the proposed Amended and Restated Bylaws of the Company, which will be in effect at the Effective Time, and (ii) on all other matters submitted to the holders of Common Shares with respect to any Significant Event (as defined below) in accordance with the recommendations of the Company's Board of Directors. As used herein, the term "Significant Event" means any charter or bylaw amendment, acquisition or disposition of assets (by way of merger, consolidation or otherwise), change in capitalization, liquidation or other action out of the ordinary course of business of the Company. The Stockholder shall take such action as may be required so that all Subject Shares owned by the Stockholder shall be present in person or by proxy at all duly noticed and convened meetings of holders of Common Shares of the Company, so that the Subject Shares owned by the Stockholder may be counted for the purpose of determining the presence of a quorum at such meetings.

        1.2    No Other Voting Agreements.    The Stockholder shall not directly or indirectly deposit any Subject Shares in a voting trust and shall not in any other manner, except pursuant to this Agreement, subject any Subject Shares to any arrangement or agreement with respect to the voting thereof.

        1.3    No Solicitation.    The Stockholder shall not directly or indirectly solicit proxies or become a "participant" in a "solicitation" in opposition to the recommendation of the Company's Board of Directors with respect to any matter or in any "election contest" relating to the election of directors of the Company (as such terms are defined in Regulation 14A under the Exchange Act).

ARTICLE II

TERMINATION

        Other than Article IV of this Agreement (which shall survive in any event), this Agreement and the representations, warranties, covenants and agreements contained herein shall terminate at the earlier of (i) the date of termination of the Merger Agreement in accordance with Article VII thereof and (ii) the date that is three (3) years from the Effective Time (as such term is defined in the Merger Agreement).

ARTICLE III

REPRESENTATIONS AND WARRANTIES
OF THE STOCKHOLDERS

        Each Stockholder hereby represents and warrants to each other party hereto as follows:

        3.1    Power; Binding Agreement.    The Stockholder has all requisite power and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by the Stockholder will not violate any agreement to which the Stockholder is a party, including, without limitation, any voting agreement, proxy arrangement, pledge agreement, shareholders agreement, voting trust or trust agreement. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a legally valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally, or (b) general principles of equity relating to enforceability, whether considered in a proceeding at law or in equity. If the Stockholder is a natural person and is married, and the Subject Shares constitute community property or the Stockholder otherwise needs spousal or other similar approval for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder's spouse, enforceable against such spouse in accordance with its terms.

        3.2    No Conflicts.    None of the execution and delivery of this Agreement by the Stockholder, the consummation by the Stockholder of the transactions contemplated hereby or thereby or compliance by the Stockholder with any of the provisions hereof or thereof shall (a) conflict with or violate any agreement, law, rule, regulation, order, judgment or decision or other instrument binding upon the Stockholder or any of the Stockholder's properties or assets, nor require any consent, notification, regulatory filing or approval which has not been obtained, (b) result in any violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give to any third party a right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Stockholder is a party or by which the Stockholder or any of its properties or assets may be bound or affected, or (c) if the Stockholder is other than a natural person, conflict with, or result in any breach of, any organizational documents applicable to the Stockholder.

2

ARTICLE IV

MISCELLANEOUS

        4.1    Specific Performance.    Each party hereto recognizes and agrees that, if for any reason any of the provisions of this Agreement are not performed by the other parties in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused to the non-breaching parties for which money damages would not be an adequate remedy. Accordingly, the parties agree that, in addition to any other available remedies, the non-breaching parties shall be entitled to an injunction restraining any violation or threatened violation of the provisions of this Agreement without the necessity of the non-breaching parties posting a bond or other form of security. In the event that any action should be brought in equity to enforce the provisions of this Agreement, the breaching party will not allege, and the breaching party hereby waives the defense, that there is an adequate remedy at law.

        4.2    Severability.    Any term or provision of this Agreement which is invalid, illegal or unenforceable in any jurisdiction by any rule or law or public policy shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without rendering invalid, illegal or unenforceable the remaining terms and provisions of this Agreement or affecting the validity, legality or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. Without limiting the foregoing, upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

        4.3    Entire Agreement; Amendments.    This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Nothing herein is intended or should be construed to modify or amend any of the agreements between Versicor and Biosearch contained in the Merger Agreement. This Agreement may not be amended in a matter that affects the rights or obligations of any Stockholder hereunder, except by an instrument in writing signed by such Stockholder and each of the other Stockholders. After the date of this Agreement, other stockholders or prospective stockholders of the Company who agree to the terms of this Agreement may become parties to this Agreement by executing a counterpart to this Agreement as evidence thereof. Notwithstanding the foregoing, the inclusion of such stockholders and prospective stockholders shall not be deemed an amendment to this Agreement which would require the written consent of any of the Stockholders.

        4.4    Assignment.    Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any Stockholder without the prior written consent of each of the other Stockholders. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

        4.5    Headings.    The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

        4.6    Notices.    All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally, sent by express courier (providing proof of delivery) or communicated by confirmed facsimile to the parties at the addresses (or at such other address for a party as shall be specified by like notice) set forth next to the Stockholder's name on Schedule II hereto, with a copy to the President of the Company.

3

        4.7    Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury.

        (a)  This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to this Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof.

        (b)  Each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any Delaware state court, or Federal court of the United States of America, sitting in Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware state court or, to the extent permitted by law, in such Federal court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such Delaware state or Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding any such Delaware state or Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 4.6 hereof. Each party not located in the United States irrevocably appoints CT Corporation System, which currently maintains a Delaware office at 1209 Orange Street, Wilmington, Delaware 19801, United States of America, as its agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding that may be instituted in any state or federal court in the State of Delaware. Nothing in this Agreement shall affect the right of any party to this Agreement to serve process in any other manner permitted by law.

        (c)  EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY ACKNOWLEDGES AND AGREES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.7(C).

        4.8    Counterparts; Effectiveness.    This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

[Signature page follows.]

4

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as of the date first written above.

THE "STOCKHOLDERS"

/s/  GEORGE F. HORNER III George F. Horner III

/s/  CLAUDIO QUARTA Claudio Quarta

/s/  JAMES H. CAVANAUGH James H. Cavanaugh, Ph.D.

/s/  FRANCESCO PARENTI Francesco Parenti

[SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT]

S-1

SCHEDULE I

LIST OF SUBJECT SHARES

Stockholder	Number of Shares Beneficially Owned as of the date hereof or to be Beneficially Owned at the Effective Time
George F. Horner III	17,500
Claudio Quarta	2,154,875
James H. Cavanaugh, Ph.D.	10,179
Francesco Parenti	1,193,838

Schedule I

SCHEDULE II

NOTICES

Stockholder	Notice to:	With a Copy to:*
George F. Horner III	Versicor Inc. 34790 Ardentech Court Fremont, California 94555 Facsimile: (510) 739-3003	O'Melveny & Myers LLP 275 Battery Street, 26th Floor San Francisco, CA 94111 Facsimile: (415) 984-8701 Attention: Peter T. Healy, Esq.
Claudio Quarta	c/o Biosearch Italia, S.p.A. Via Roberto Lepetit n. 34 Gerenzano, Italy 21040 Facsimile: 011 3902 96474 400	Studio Legale Chiomenti Via A. Boito n.8 Milan, Italy 20121 Facsimile: 011 39027215 7230 Attention: Paolo Giacometti
James H. Cavanaugh, Ph.D.	Healthcare Ventures V, L.P. 44 Nassau Street Princeton, NJ 08452 Facsimile: (609) 430-9525	O'Melveny & Myers LLP 275 Battery Street, 26th Floor San Francisco, CA 94111 Facsimile: (415) 984-8701 Attention: Peter T. Healy, Esq.
Francesco Parenti	c/o Biosearch Italia, S.p.A. Via Roberto Lepetit n. 34 Gerenzano, Italy 21040 Facsimile: 011 3902 96474 400	Studio Legale Chiomenti Via A. Boito n.8 Milan, Italy 20121 Facsimile: 011 39027215 7230 Attention: Paolo Giacometti

*

plus, in all cases, with a copy to the President of the Company.

Schedule II

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STOCKHOLDERS AGREEMENT
ARTICLE I COVENANTS OF THE STOCKHOLDERS
ARTICLE II TERMINATION
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
ARTICLE IV MISCELLANEOUS
SCHEDULE I LIST OF SUBJECT SHARES
SCHEDULE II NOTICES

EX-5

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Exhibit 5

JOINT FILING AGREEMENT

        In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001 per share, of Versicor Inc. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings. Each of the undersigned acknowledges that each shall be responsible for the timely filing of such amendments with respect to information concerning such undersigned reporting person, and for the completeness and accuracy of the information concerning such undersigned reporting person, contained therein, but shall not be responsible for the completeness and accuracy concerning the others, except to the extent that such reporting person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

	Biosearch Italia, S.p.A.
Date: August 8, 2002	By:	/s/  CLAUDIO QUARTA Claudio Quarta, Ph.D.
	Its:	Chief Executive Officer
	Claudio Quarta, Ph.D.
Date: August 8, 2002	By:	/s/  CLAUDIO QUARTA Claudio Quarta, Ph.D.
	Francesco Parenti, Ph.D.
Date: August 8, 2002	By:	/s/  FRANCESCO PARENTI Francesco Parenti, Ph.D.
	George F. Horner III
Date: August 8, 2002	By:	/s/  GEORGE F. HORNER III George F. Horner III

S-1 (Joint Filing Agreement)

	HealthCare Ventures V, L.P.
Date: August 8, 2002	By:	HealthCare Partners V, L.P.
	Its:	General Partner
	By:	/s/  JEFFREY STEINBERG Jeffrey Steinberg
	Its:	Administrative Partner
	HealthCare Partners V, L.P.
Date: August 8, 2002	By:	/s/  JEFFREY STEINBERG Jeffrey Steinberg
	Its:	Administrative Partner
	James H. Cavanaugh, Ph.D.
Date: August 8, 2002	By:	/s/  JEFFREY STEINBERG, ATTORNEY-IN-FACT James H. Cavanaugh, Ph.D.
	Harold R. Werner
Date: August 8, 2002	By:	/s/  JEFFREY STEINBERG, ATTORNEY-IN-FACT Harold R. Werner
	William Crouse
Date: August 8, 2002	By:	/s/  JEFFREY STEINBERG, ATTORNEY-IN-FACT William Crouse
	John W. Littlechild
Date: August 8, 2002	By:	/s/  JEFFREY STEINBERG, ATTORNEY-IN-FACT John W. Littlechild

S-2 (Joint Filing Agreement)

	Christopher Mirabelli, Ph.D.
Date: August 8, 2002	By:	/s/  JEFFREY STEINBERG, ATTORNEY-IN-FACT Christopher Mirabelli, Ph.D.
	Augustine Lawlor
Date: August 8, 2002	By:	/s/  JEFFREY STEINBERG, ATTORNEY-IN-FACT Augustine Lawlor

S-3 (Joint Filing Agreement)

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JOINT FILING AGREEMENT

EX-6

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Exhibit 6

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jeffrey B. Steinberg his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership, pursuant to sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and Rules 144, 144A and 145 of the Securities Act of 1933, as amended (the "Securities Act"), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act, by the Securities Act or by the By-laws of the National Association of Securities Dealers, Inc., granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may awfully do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 20th day of December, 1996.

/s/  JAMES H. CAVANAUGH James H. Cavanaugh

/s/  WILLIAM W. CROUSE William W. Crouse

/s/  JOHN W. LITTLECHILD John W. Littlechild

/s/  HAROLD R. WERNER Harold R. Werner

STATE OF NEW JERSEY	)
	)	ss.:
COUNTY OF	)
On this 20th day of December, 1996, before me personally appeared James H. Cavanaugh, to me known and known to me to be the individual described in, and who executed the foregoing certificate, and he thereupon duly acknowledged to me that he executed the same.
			/s/  CHERYL ANN BEESE Notary Public Commission Expires: 07-25-01
STATE OF NEW JERSEY	)
	)	ss.:
COUNTY OF	)
On this 20th day of December, 1996, before me personally appeared William W. Crouse, to me known and known to me to be the individual described in, and who executed the foregoing certificate, and he thereupon duly acknowledged to me that he executed the same.
			/s/  CHERYL ANN BEESE Notary Public Commission Expires: 07-25-01
STATE OF NEW JERSEY	)
	)	ss.:
COUNTY OF	)
On this 20th day of December, 1996, before me personally appeared John W. Littlechild, to me known and known to me to be the individual described in, and who executed the foregoing certificate, and he thereupon duly acknowledged to me that he executed the same.
			/s/  CHERYL ANN BEESE Notary Public Commission Expires: 07-25-01
STATE OF NEW JERSEY	)
	)	ss.:
COUNTY OF	)
On this 20th day of December, 1996, before me personally appeared Harold R. Werner, to me known and known to me to be the individual described in, and who executed the foregoing certificate, and he thereupon duly acknowledged to me that he executed the same.
			/s/  CHERYL ANN BEESE Notary Public Commission Expires: 07-25-01

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jeffrey B. Steinberg his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership, pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and Rules 144, 144A and 145 of the Securities Act of 1933, as amended (the "Securities Act"), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act, by the Securities Act or by the By-laws of the National Association of Securities Dealers, Inc., granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may awfully do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, this Power of Attorney has been signed as of the    day of                        , 2000.

/s/  AUGUSTINE LAWLOR Augustine Lawlor

STATE OF NEW JERSEY	)
	)	ss.:
COUNTY OF OCEAN	)
On this 26th day of July, 2000, before me personally appeared Augustine Lawlor, to me known and known to me to be the individual described in, and who executed the foregoing certificate, and he thereupon duly acknowledged to me that he executed the same
			/s/  JILL D. LIVIGNI Notary Public of New Jersey My Commission Expires: 02-23-2004

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jeffrey B. Steinberg his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership, pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and Rules 144, 144A and 145 of the Securities Act of 1933, as amended (the "Securities Act"), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act, by the Securities Act or by the By-laws of the National Association of Securities Dealers, Inc., granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may awfully do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, this Power of Attorney has been signed as of the    day of                        , 2000.

/s/  CHRISTOPHER K. MIRABELLI Christopher K. Mirabelli

STATE OF NEW JERSEY	)
	)	ss.:
COUNTY OF OCEAN	)
On this 26th day of July, 2000, before me personally appeared Christopher K. Mirabelli, to me known and known to me to be the individual described in, and who executed the foregoing certificate, and he thereupon duly acknowledged to me that he executed the same
			/s/  JILL D. LIVIGNI Notary Public of New Jersey My Commission Expires: 02-23-2004

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POWER OF ATTORNEY
POWER OF ATTORNEY
POWER OF ATTORNEY